A Generation Unforeseen
by Shadow Master
Summary: BtVS/Bleach/Others  Plans. We all make them and we all hope that everything happens like we want them to. However the future is nothing if not unpredictable.
1. Chapter 1

"A Generation Unforeseen" by Shadow Master aka Ryley Breen

(Bleach/BtVS/?)

Disclaimer: I do not own any of the copyrighted material contained herein. They are the rightful property of their respective creators and associated companies. I make no money off of this whatsoever. I write because I enjoy it and because some people like reading my works.

Note: In terms of timeline this happens 10 months prior to Aizen leaving with Gin and Tousen for Hueco Mundo in the Bleach anime series. In BtVS it happens around the much used and sometimes abused Halloween episode in the BtVS universe.

Note 2: I know that the Bleach Anime series didn't begin until October 2004 and the manga didn't start in "Weekly Shonen Jump" until August 2001 but those are just dates from our world. I cannot recall a single time in the Bleach manga or Anime where Ichigo clearly stated the date in terms of month, day and year. If by some chance a character did specify a date where all the events were happening in that much detail…just consider this an AU where all the relevant events happened in a sequence that makes my story feasible.

_A Generation Unforeseen_

_**Soul Society, Seireitei, Technological Development Department, Morning**_

_**Twenty-Two Years Ago, Akon's P.O.V**_

"Watching the mortal world again, Hiyosu?" Akon asked as he entered the room where the terminals for viewing the mortal world were located.

"Oh, shut up! I got bored waiting for the series three tests to finish so I decided to see if there was anything worth watching." Hiyosu replied, sounding like he thought that finding some entertainment was more important than work.

"You should be more careful with what you say. You know the Captain would be tempted to open up your skull just so he could cut out the part responsible for that thought," he warned as he walked up to where his colleague sat.

"No need to worry about that. He's in lab three dissecting the latest specimen," Hiyosu said with confidence. "He seemed so excited going in, I won't have to worry about him for another two hours and by then I'll be looking over the results of the tests."

As much as he'd prefer that his fellow scientist focus on his work, he had to admit that the bulbous eyed one had a point about the Captain. The leader of the 12th division had been rather excited about the dissection since the specimen arrived this morning and, unless the body turned out to be a complete waste of his time, no one would hear from the head of the Technological Development Department for quite some time.

"I hope your hobby doesn't contaminate the findings of those tests or you'll be the one the Captain dissects next," he said, looking at the screen his friend was watching to see if it was anything worth looking at.

It appeared to be a human television program and, after listening for a few minutes, he learned it was focused on the topics of eugenics. The people behind the show were explaining both the good uses as well as the ways they'd been abused in the past by groups like the Nazis. He, of course, tuned out all of the moralizing and ethical parts of the show, choosing to focus instead on the science involved. It wasn't anything too revolutionary but he was fascinated by some of the predictions made about what eugenics could accomplish in the future.

"Interesting." He said as he scratched his chin in thought.

"What do you mean?" Hiyosu asked, turning his chair to face him.

"I just found the concept of pairing two specimens with the intent of creating a third with the most favorable traits of the first two to be intriguing," he replied as he continued to let the ideas conveyed by the television show to feed his scientific imagination.

"What? You're planning on starting a project or something?" Hiyosu asked, sounding a little confused.

"No. The Captain would never allow it. Too 'boring' for him," he replied with a small sigh of disappointment. "Perhaps after I retire I can start something suitable but until then I'll stick to the projects Kurotsuchi-taichou would approve of."

He stayed until the show was over but after that he left the room to return to his own duties in the 12th division. He might not have a series of tests waiting for his attention but, as one of the senior researchers, it was often his job to handle the little things that the Captain didn't want to bother with.

One example being the paperwork that every division had to deal with, no matter how tedious it might be.

Still it had to be done and he remembered all too well what happened the last time he'd approached the Captain with the idea of **him** helping with the paperwork.

With a shudder he reached up and touched the horns that he hadn't been born with and not had on his forehead until twenty years ago. He had grown used to them but that didn't mean he wished further 'enhancements' done to his body as punishment for bothering the Captain with such 'trivial matters'. So, without further delay, he began the long walk back to the main office of the 12th division where a large stack of papers would be waiting for him.

_**Outside the Living World Observation Room, Same Time**_

"How interesting!" Came a voice that spoke of intelligence and absolutely no morals whatsoever. "Perhaps I won't break those two down to their individual parts after all."

With those words a form began to emerge from the wall bit by bit until the form of a man could clearly be made out. Then, as though the wall could no longer contain the form, bits of paint and plaster began to flake away from the form, it was revealed that the eavesdropper to the conversation was none other than one Kurotsuchi Mayuri, Captain of the 12th division of the Gotei 13 and Head of the Technological Development Department.

While normally he would not have given the meaningless activities of his subordinates any attention, the utter disappointment he'd felt after examining the specimen he'd so been looking forward to dissecting prompted him to do otherwise. The young man had been a Quincy and the reports he'd received from those in the field had implied that he possessed an ability previously not found in any of the subjects he'd looked at in years past. He'd been so excited at being able to properly study the phenomena, it had taken a full hour before he could not come to any other conclusion than the reports had been in error. No matter what piece of equipment he used nor what part of the male he cut up, he could find nothing that set him apart from any other Quincy he encounter in the past. It had put him in such a foul mood that he'd immediately ordered his useless daughter to dispose of the body and assign the people responsible for getting him all worked up to the most humiliating task possible.

He had no idea what assignment Nemu would come up with but he'd put enough intelligence into her that he felt it was unlikely she'd fail to find something horrible enough.

It had been while he was walking through the halls towards the main labs that he'd seen Akon enter the living world observation room. In a foul mood at the time, he had at first intended to verbally dismember the fool for slacking off on the job but then he'd heard the sounds of something coming from inside the room. Curious, he used stealth to approach the door and listen in on what was going on inside. After learning that it was merely that gilled tub of fat Hiyosu partaking of his childish hobby, he'd been ready to follow his first inclination in dealing with these slackers when the topics of the television broadcast caught his fancy. The more he listened, the more be became intrigued by the possibilities those mortals were going on about as well as some of the bolder methods used by the Nazis. By the time he'd heard Akon moving towards the door, his mood had improved and he was able to use his environment melding technique to disappear into the wall outside the observation room with time to spare.

Now, though, it was time to begin his new project.

First he needed the appropriate thesis or theory that he wished to prove and it took him less than a minute to come up with it. He would call it 'The Superior Spirit Experiment' and its purpose would be to determine if it was possible to create a superior specimen using spiritual genetic material taken from spirits with acceptable traits. With a little chuckle he found himself quite amused by the possibilities that his prodigious mind was already coming up with and so proceeded to his private laboratory. There'd doubtlessly be distractions every so often, such being the price of being a member of the Gotei 13, but he'd make sure that Nemu would stay at the Technological Development Department anytime that he was unavoidably called away. With her being his creation, he could count on her at least to not **completely** ruin things for him whereas any of his other subordinates would no doubt bungle things entirely.

It didn't take long to make it to his private lab but, by that time, he was literally humming a jaunty tune as his interest in his new experiment was making him quite happy. Once inside he immediately began to make some space on the main table since the first thing he would have to do would be to take stock of what he had and what he would need.

_So much planning to do! _He thought as he went over to a bookshelf where his catalogue of samples from the various spirits he'd taken notice of was located.

As he began to see what spiritual DNA samples he had in cold storage, he couldn't help but chuckle at the scientific progress he'd make with this experiment. Done correctly, the Gotei 13 would no longer have to bother sifting through the dregs of Rukongai for potential Shinigami. All they would need to do would be to place an order with him and he would have a small army of powerful Shinigami ready for use within three months at most.

The possibilities being produced by his scientific mind were truly wonderful!

_**Two Years Later, The Hallways of the Technological Development Department, Late Evening**_

_**Lieutenant Kurotsuchi Nemu's P.O.V**_

_No one appears to be following me,_ Nemu thought as she pretended to fix her shoes. _It would seem as though the tech bug collected its samples without being detected._

Not that she believed that it would be detected considering it was the size of a housefly and the majority of Seireitei would be asleep at this hour. Nevertheless, Mayuri-sama would be upset with her if she endangered what had quickly come to be his favorite project by being careless. It had been two years since she'd originally been informed by the Captain of 12th division about his new project and what her duties would be with regards to it. Her duties were to monitor the experiment when he was away on official business, to deliver the samples from the tech bug to him and to take over leadership of the division when the experiment required his undivided attention. Fortunately this was the way it always went when something caught Mayuri-sama's attention, so she was able to perform those duties without much difficulty.

Rising to her feet, she proceeded to walk quietly towards her Captain's private lab, knowing that he would likely be there until early tomorrow morning. There were no experiments important enough to warrant her creator's direct involvement or any Gotei 13 business that would cause him to be missed enough for someone to come looking for him. As such, no one aside from herself had interacted with the Captain of 12th division something he required for his project was held up, thus requiring that he leave the lab to remedy the situation. The last time that had happened was two weeks ago when one of the experiments in the same wing of the building caused a temporary disruption in power, resulting in the computers in Mayuri-sama's lab to lose all unsaved data. It had not been much, less than a day's worth of information, but it had been enough to put her creator in a foul mood that had been vented entirely on those responsible.

All three were currently recovering from being test subjects for the 12th division Captain's newest poison and it'd be another week before they would be fit for duty.

When she eventually made it to the private lab, she found Mayuri-sama making notes on the readings that the four large containment tubes were displaying on their control panels. As she approached him with the latest samples, she could hear him making some positive 'mmmm' sounds, implying that he was satisfied with the progress of the organic spheres inside the tubes. From what she could understand of the experiment itself, her creator had spent the past two years refining the processes that would aid in him in achieving the results he desire. He'd taken what the humans in the mortal world were working with and then used technological advances found only in Soul Society to upgrade them until they were easily thirty years ahead of what existed in the world of the living. It had been her understanding that he was now running trials on the various approaches involved in eugenics to find the one that met his standards.

"I have the latest samples Mayuri-sama," she said as she held them out for him to see.

"You certainly took your time, you bumbling incompetent." Mayuri-sama snapped without looking away from the notepad in his hand. "Put them on the table. I'll look at them later."

With only a moment of hurt at his words existing in her mind, she quickly turned to do as she had been commanded to do. Once she had completed that task, she waited a respectful distance away for her next orders, whether they were to leave or to aid him in the experiment, even if it was only to provide an extra set of hands. Minutes passed and she thought that he had forgotten about her entirely but when he finished writing down one final note he turned to her.

"Continue monitoring the specimens until morning and then dispose of them."

"Dispose of them? Did they not meet your expectations, Mayuri?" she asked with some curiosity since she'd been under the impression the opposite had been the case.

"Be quiet, you mentally deficient woman!" he snarled as he looked back from his position at the door to the lab. "These were never the true subjects of the experiment. They existed only for the purpose of resolving the final flaws in the experiment. Nothing more."

With that he left the lab for an unknown destination, leaving her the sole occupant of the room. With a mental sigh she picked up a fresh notepad from a nearby desk and began to monitor the four containment tubes as she'd been ordered to do.

_**Three Years Later, The Private Laboratory of Captain Kurotsuchi Mayuri, Morning**_

_**Kurotsuchi Mayuri's P.O.V**_

"Good, GOOD, the specimens are progressing even better than I'd originally projected." Mayuri declared as he looked up at the small humanoid forms floating in the containment tubes.

It had been three years since he'd used his superior intellect to combine the eight chosen samples together to form the four specimens and thus far he had no reason to feel disappointed. Their development from small embryonic spheres to forms matching the physical characteristics of two year old children had been steady and without complications of any kind. Already they were showing signs of possessing reiryoku powerful enough to produce a measurable field of reiatsu within their containment tubes. He even noted a handful of physical characteristics that they almost certainly got from the sources of their DNA but those were minor things as far as he was considered. All that mattered was whether they would come to surpass their 'parents' in terms of power and Shinigami prowess. That was what he had decided would be the factor that would decide whether or not the project would be a success. It would still be four years before their bodies would be mature enough to begin learning the ways of the Shinigami but he had already taken steps to give them a head start. Thanks to the bands he had placed around their heads a month ago, they were getting the equivalent of the first year at the Shinōreijutsuin and the rest of the meaningless drivel that they would need to know in order to be more than brainless flesh dolls.

By the time they were physically six years of age they would be ready to leave the containment tubes and undergo the first series of tests to truly see what level they were at. After all, they were, at the moment, unconscious, almost sleeping one might say, so their reiryoku was likewise at rest, making it impossible to do more than speculate about what their current upper limits were. He had considered introducing some appropriately traumatic stimuli to the rest of the information he was downloading into their minds in case it could trigger a suitable reaction but had chosen not to. Considering who their parents were, it was possible they could create quite the mess if they went too far and attracted attention he would rather not have aimed in his direction until much later. Once he felt the four were ready to be unveiled to the rest of the Gotei 13 as shining examples of what he could do for Soul Society, then he'd remove the shroud of secrecy.

Until then, only he and that witless woman Nemu would know the truth.

_Speaking of that worthless play doll, what is taking her so long with those fresh samples?_ He thought with some mild irritation as he walked over to the console that was hooked into the security cameras.

Since the project had begun, he had taken countless samples from a wide variety of Seireitei and had collected them always at night in order to minimize the likelihood of the tech bug being noticed. However, in the last week, he had found himself lacking samples large enough from two of the candidates he'd selected, so he'd ordered Nemu to dispatch the tech bug to collect the samples even though the sun was just peeking over the horizon. In his mind, the two candidates were probably still asleep and, even with the less than pitch black sky outside, he was confident the samples could be obtained without risk of discovery.

If that was the case then why wasn't that emotionless wretch back yet!

He received his answer one minute later when three people walked into view at the front gates of the Technological Development Department. One he immediately identified as Nemu but it was the two others that caught her eye and made him personally promise to give his creation a severe punishment for causing him such trouble. Walking behind his lieutenant in a manner obviously implying that they were forcing her to lead them to him was none other that Captains Kuchiki Byakuya and Soi Fon. He could not see their faces well enough to discern what they were thinking but it was not necessary as he was all too aware what sort of people they were. Not that it mattered what they were thinking since all that truly mattered was what he was going to do next.

That, of course, was to enact his primary contingency protocols.

Unlike some of his subordinates, **he** had the foresight to plan ahead and anticipate potential problems before they occurred. In this case he'd already put into place certain features into this lab in the event one of his personal projects was in danger of premature exposure. For this project especially he'd prepared a method of continuing it in the event that his personal lab was no longer safe for continued experimentation.

Walking over to the consoles at the foot of each containment tube, he initiated phase one of his contingency plans with just a few quick keystrokes. With the final button pressed on each console an eerie blue light began to fill the tubes and, once it reached sufficient brightness, the bodies inside began to fall apart like a sand sculpture in the wind. However, unlike what some imbeciles might think, he was not terminating his specimens but rather preparing them for travel to their new containers. It didn't take long and by the time it was done all that remained in the four transparent tubes were four glowing spheres of light.

Once he was satisfied that the last of their physical forms had been destroyed, he brought online his own version of the Senkaimon. It was smaller and nothing larger than an average person's head would fit through but, unlike the World Penetration Gate, there was no Parsing World to travel through. The objects sent through went straight into the realm of the living and so there was no need for a Jigokuchō or a living person to guide them to their destination. As four swirling pools of blackness appeared at the bottom of each tube, he immediately began to input the destination co-ordinates for each individual specimen. Three of the four would be going to one location while the final one would go to another. The reason for this is that he wanted the last specimen to act as a contrast sample so he could determine the effects the energy fields of the two locations on his specimens. It only took three minutes to prepare everything and a final push of a button for all four to vanish into the holes of darkness, eliminating the most incriminating of the evidence in the lab.

With that witless woman leading them, he suspected he had another ten minutes before they arrived at his lab and so he began going through the documents scattered throughout the room. He destroyed those that would be hard to explain and 'spilled' some ink on the more questionable parts of the remaining pieces of paper. True, with some work it was possible the ink could be removed but so long as he didn't do anything to warrant a deeper investigation, he doubted the effort would be put forth to do so. When the last of the documents taken care of, he stood in the middle of the room and waited for his unwanted visitors to arrive. He already had an effective cover story pretty much finished in his mind and all that was left was to measure the level of their resolve. Once he had an accurate read on that factor it would be all too easy for him to adjust his story to fit things perfectly.

There was no chance of them seeing through his carefully planned deception.

They weren't scientists.

And so the years did pass, both in Soul Society as well as in the world of the living, changing things in strange yet interesting ways. In Soul Society, Kurotsuchi-Taichō was moderately reprimanded for taking DNA samples from several Soul Society residents, including several prominent members of the Gotei 13. However, since there were no suitable replacements for his role both as captain of the 12th division and as the head of the Technological Development Department, he was simply placed under observation by 2nd division. When two full years passed, all observation was withdrawn, allowing the demented scientist to resume worth without any distractions.

As for the four specimens he'd sent into the mortal world, they found a new means of living on by taking residence in the bodies of four women pre-selected by Kurotsuchi. Possessing a measure of reiryoku, they were suitable incubators for the four specimens until the quartet were capable of sustaining themselves on their own. Concealed within mortal shells, the protection on them was doubled when taking into account the energy fields inherent in the area in which they lived making sure that unless someone specifically knew where to find them they would never be found.

However, like all hidden things, it was inevitable that they would one day be found.

The manner that lost things were found differed from case to case but it was safe to say that few indeed could have predict the scenario that was about to unfold.

_**October 31**__**st**__**, 1997**_

_**Sunnydale High School, Library, 2:30p.m**_

_**Xander's P.O.V**_

_Snyder you __**asshole**__!_ He thought as he entered Giles' place of work. _I swear, when it rains, it fuckin' pours!_

First Snyder had roped the gang into chaperoning a group of ankle-biters rather than enjoy a night in watching horror movies and then Buffy had practically dusted his rep among the guy's of the school. He might not have had a good reputation among the teenage guys to begin with but at least they didn't think of him as a sissy-man that needed a tiny blonde to fight for him up until today. Whenever he thought about what he'd be in for tomorrow, he couldn't help but feel bitter towards Buffy and perhaps just a little bit angry. He would have preferred to get his ass kicked by Larry in front of the whole school since at least then it would have been him fighting his own battles. He didn't mind getting help with vamps and demons since, while he had some pride, it wasn't worth getting himself killed over. Now, though, he'd have to rebuild his rep from the ground up and hopefully by the time he graduated he'd have earned back at least some respect from his peers.

At the moment, though, he had to take a quick flip through some of Giles' books to get an idea for his Halloween costume. He'd originally planned on just using some army surplus fatigues he'd purchased a week ago and then buy a toy gun when he went with Willow and Buffy to the new costume shop that had recently opened. A week ago that would've been good enough but now, with his reputation in pieces, he needed something with a little extra coolness to it. A simple soldier didn't have that. So he was hoping if he looked through some of Giles dusty books he'd get the inspiration he'd need for his new costume.

Picking a random bookshelf on the upper level in the back of the library, he began to read the titles on the side of every book in the hopes that something would jump out at him. That plan didn't work out all that well at first since some of the books were written in a language that made about as much sense as trying to understand the difference between sea foam green and slate green (which, according to Buffy and Willow, was huge). Eventually, though, he came upon a book about seventeenth century Japan and this brought up images of all the badly dubbed samurai movies he and Jesse had watched growing up. It had been mostly corny stuff with bad fight scenes and some stupid lines but every once and a while they managed to catch one that was cool. The way that they lived and fought had been enough to bring about many a duel of honor in the backyard of Jesse's house with pieces of wood for swords. Of course this had also led to quite the lecture from Jesse's mom when he'd accidentally hit his best friend in the arm, breaking it. He hadn't been invited over for three whole weeks, by which time Mrs. McNally had forgiven him enough to let her only son play with him again. Flipping through the pages of the book, his old love of samurai and battles for honor were returning, bringing nostalgia over times past with them.

It was when he came upon a picture that took up an entire page though that something clicked within him and he knew he'd found the inspiration. The picture was of a tall man in typical samurai outfit, like the type that they'd wear at official meetings, with a sword at his hip and an eye patch over his right eye. According to what he could make out of the writing, the guy was a powerful swordsman during the seventeenth century in Japan who'd taken down many powerful demons. The name was too hard for him to say so he wouldn't bother using it, but the overall look was exactly what he'd been looking for; a badass samurai warrior wearing a sword at his hip and known all over Japan for his ability to chop demons into tiny pieces. Definitely manly and intimidating so, with a little luck, it'd take the edge off the humiliation he suffered earlier. With that in mind he took out a piece of paper from his backpack and immediately began to write down what he'd need to come up with costume that looked exactly like it. Some stuff he figured he could get from the local hand-me-down store but as for the rest… well, he'd probably have to raid what used to be his mother's sewing room.

Once upon a time, Jessica Harris had actually had the ambition to open up a seamstress shop in Sunnydale. She'd even converted a room in their home into a small workroom where she could work on any jobs she took home with her. However those plans had come to a crashing halt once Tony had taken a look at how much it would cost to start a place like that up. Then, as it was now, the abusive drunken bastard was the main money earner in the family whereas the rest of them were more or less dependants. So since it was the old man's money, the deadbeat father had control over it and what he said went. Needless to say spending money on patching up clothes belonging to strangers didn't appeal to Anthony Harris as much as spending money on some quality booze. That was the end of that but the room was still there filled with some odd supplies, including a few rolls of fabric that would suit his costume well.

_There! Don't know how good it's going to look when it's all done but it'll be better than nothing._ He thought as he finished his list and put the book back on the shelf.

Folding up the piece of paper and putting it into his back pocket, he quickly left the library since he knew he only had a little over half an hour before he was due to meet Willow and Buffy at that new costume place. Snyder had let them off a half hour early to prepare for their chaperoning but he knew that was something the Principal had done with great reluctance. As far as the troll was concerned, any excuse he had to make the lives of the students under his charge more difficult had to be used and milked for all it was worth. He figured one of the teachers or maybe someone on the PTA had forced Flutie's replacement to show some flexibility.

He'd have to remember to find out who it was and thank them.

He was almost out of the front gates when he spotted something odd to the right and so, being the curious person he was, he turned his head to see what it was. He immediately spotted Cordy walking up to her expensive car in the parking lot and **boy** did it look like the she was having a bad day. Oh, she didn't show it, obviously, but to someone who'd encountered her a dozen times over he could tell that she was tense and perhaps a bit distracted. Thinking back, he thought he could remember a few other times he'd seen her like that but whenever he'd felt concerned enough to ask her what was wrong, she'd just lash out at him before waltzing away with her nose up in the air. Eventually he'd gotten a clue and stopped trying to help her when she was acting like she was at the moment figuring it had to be something personal.

Maybe her father had cut her allowance again or something.

With a shake of his head, he turned away from her and continued out of the front gates of the school before turning left towards the hand-me-down store. He knew the old man who ran it since that was the place he often had to get new clothes when the old ones became too worn out for him to wear. Contrary to what he claimed when others made fun of him, he didn't actually **like** those god awful shirts but he'd rather others think he did than pity him for being so damn poor. Still, with his father drinking away most of the money that came into the Harris home, he couldn't afford to be picky about what he wore.

In any case, he dropped enough cash in the place that the old man who ran it occasionally cut him a deal or set aside some of the better stuff. With a bit of luck he'd be able to find everything he needed quickly enough that he wouldn't be late meeting up with the others at 'Ethan's' so he could get the final piece of his costume.

The one thing he wouldn't find in a hand-me-down store or in some abandoned room in his home.

_**Ethan's Costume Shop, 3:15pm, Ethan Rayne's P.O.V**_

_Well, well, well! What do we have here?_ Ethan thought as he took in the three teenagers entering his shop.

It had been a busy day with many people, both young and old, stopping in to buy last minute costumes. They probably thought that he'd sell them at a reduced price considering Halloween night was upon them and the outfits would be worthless tomorrow. Considering he wouldn't have any use for the costumes or the shop after tonight, he'd decided to oblige his customers and charge only half what he actually spent on the various get-ups. Also considering he'd gotten the funds for this little game of his from a man who claimed to like stirring things up, he didn't mind one bit since it wouldn't cost him one red cent. All that mattered was that he had to maximize the chaos that would be produced tonight in order to make sure that Lord Janus got his fill.

Still, it got rather tiresome putting on a 'friendly face' while playing the role of humble shopkeeper.

With the arrival of these three, though, he had a feeling things would get a bit more interesting. One of the things he'd done before even passing through Sunnydale's borders was gather information on all the big players in town. Whenever one was about to play in someone else's sandbox, it paid to learn in advance who owned it as well as who played in it. He hadn't been able to get a name on the top dog of Sunnydale, everyone he asked claimed not to know, but the various reputable players he had learned quite a bit about.

The first thing he learned about was that Spike and his insane bird, Drusilla, were the current celebrities on the Hellmouth with rumor saying that the Billy Idol look-a-like had come here to get his girl's strength back. Both were dangerous former members of the vampire group known as the Scourge of Europe and not to be taken lightly. That was why he'd made sure to place wards both the store and the place he'd rented for two months. They were only temporary but it would be enough for his needs.

However it was the other group he'd learned about that had caught his interest the most, the group that his old friend Ripper was a part of and guided.

It had been years since he'd last spoken to his old chum, with the most he'd learned since they'd last stood in the same room being that Rupert had gone back to his father with his tail between his legs. He hadn't believed it for the first five years or so but, when he stopped hearing about the exploits of the Ripper he knew, it had to be the truth. Now here his old friend was, Watcher to a Slayer, acting all stiff and proper while valiantly fighting against the demon hordes.

It was enough to make him vomit. It disgusted him how much his old friend had fallen.

However, in the three teenagers that had entered his store, he saw a way to have some fun at his old friend's expense and thumb his nose at the natural order of things that the Slayer represented. Oh, yes, he knew that the blonde, one Buffy Summers, was the Slayer and had racked up quite the reputation having already vanquished both Lothos and The Master. Most of the stories he'd been told implied that she wasn't a Council-raised Slayer and that she wasn't the sort that would conform to the wishes of that group of bores.

He rather liked that about her. Not enough to make him spare her but enough that place a one-time protective spell on her costume that would disappear after saving her life precisely once.

_As for her friends… well, let's take a peek at them, shall we?_ He thought as he muttered a quick incantation to activate his Mage Sight.

Mage Sight was an ability that all magic users had to one degree or another but **what** they saw was dependent on their power level. A weakling would, at best, be able to tell if there was something odd about what they were looking at. A user of moderate strength would be able to pick up on specific details of that oddness and perhaps specifically identify the phenomena being looked at. The high-class users could make out every detail of the supernatural or magical phenomena and even see the flow of energy itself. He was a moderate user and so he could see quite a bit but what he saw in the trio had him puzzled to a surprising degree.

His Sight allowed him to see the Slayer essence imbued within Summers and it allowed him to see that the redhead had the potential to become a great magic user. The young man wasn't to be left out as he had the residue of a possession stuck to his aura as well as a certain… smell of chaos about him. That brought a smile to his face. However that was not what had him puzzled but rather the signs of a powerful binding spell existing in all three of them. He couldn't see the spell itself, much less identify it, but the ripples it was giving off and the effect it had on the rest of their bodies was plain to see. Such a sight made him curious and his curiosity had ever been a weakness of his, so of course he had to find out just what was being bound within the three of them.

Especially if what he learned could be used to push Ripper's buttons.

With that in mind he promised himself that he would add a little something extra to their costumes that would open a crack in the binding spell. Nothing too large and, if he was right about the spell, it would heal over on its own within a day or two of the crack forming.

Watching as the trio made their way around the store, he waited for precisely the right moment to strike and slip his little extra something into their purchases. Seeing the young man separate from his two lady friends, he decided to make the boy his first victim and slowly made his way towards the lad. By the time he was roughly ten feet away from the ally of the Slayer, he could tell that the teenager was sifting through the various plastic swords that had been placed in the bargain bin. A bit discouraging that the boy was looking for an accessory rather than a full costume but perhaps he could persuade the lad to go the extra mile for a full costume. Not that it was strictly necessary for the spell, a single item would have the necessary effect on the customer, but it would provide him with a better opportunity to slip his 'cracking spell' into the mix.

"Is there something I could help you with young man?" he asked, bringing his 'shopkeeper impression' to its greatest level yet.

"YIPE! Don't **do** that!" exclaimed the young man as he turned around in surprise.

"Terribly sorry. My name is Ethan and this is my store." He said with a passable look of regret on his face, "Now is there anything in particular that you're looking for?"

"Yeah, do you have any samurai swords?" asked the young man, taking a glance back at the bargain bin, "I see a lot of swords for knights in shining armor but no katanas."

_A samurai? Not exactly chaos-inspiring._ He thought before asking, "I think I might have something to your liking. Could you perhaps tell me a bit more about whom you are dressing up as?"

"I was thinking of going out as this badass wandering samurai," replied the teenage boy, clearly enthusiastic about his costume idea. "No master and no home. Just his skills with the sword."

_A masterless samruai whose life revolves around his skills, eh?_ He thought as a bit of a grin as his mind came up with a few possibilities.

"I think I might have just the sword you're looking for," he stated with an encouraging smile. "If you'll wait right here, I'll back in just a bit."

Seeing the boy nod, he briskly walked to the back room of the store and, once he was sure that the curtain was securely shut, he went over to the boxes containing his prop shipment. Opening up the cardboard box, he began to look for a katana as the boy had asked and was, for a time, annoyed as he discovered nothing but European style plastic swords. He was almost ready to give up when he happened upon what he sought and, after checking it over to make sure there was nothing wrong with it, he began to move back towards the business area of the store. However, just as he reached out to part the curtain, his eyes snagged on a small box of trinkets. The box was only half full as the rest of the contents were already next to the cash register but when he looked at what remained, a whim hit him, causing him to select three things from it that he would offer to the young man. They wouldn't clash with the lad's idea and it would increase the hold Janus' power would have on him when the spell was cast.

It would be interesting to see what effect they had on identity he would assume.

_**Sunnydale, The Summers Home, 3:40pm, Buffy's P.O.V**_

_Angel is going to go totally non-verbal when he sees this!_ Buffy thought as she twirled for the tenth time in front of the full-length mirror in her room.

They had gotten back from the costume shop about ten minutes ago and immediately had gone up to get dressed. Willow was in the bathroom slipping into the clothes that had been purchased at the store and hopefully wouldn't be much longer. They had twenty minutes to get from her home to the school or else Snyder would have another excuse to give them all detention or worse. Xander would be arriving soon in his outfit and, she had to admit, she was a little curious as to what precisely it was he planned on dressing up as for tonight. All she'd seen him purchase at the store was a plastic sword and a small bag that had something in it.

Was he going to be a pirate? Or maybe a knight in shining armor?

She had to smile a bit at that image since it seemed oddly suitable for Xander to pretend to be a noble defender of justice.

It was something to look forward to at the very least but her thoughts were derailed as she heard the door to the bathroom open. Turning to see how her best friend looked, she was pleased to see the things she'd picked out went together so well on the redhead. A long sleeved, skintight, red shirt started things off that showed of an ample amount of her trim stomach that would totally draw the eyes of any guy. A mini-skirt was next that, while not as short as it could have been had been, it was as far as she thought she'd be able to convince her friend to go in that department. As for footwear she gone with some black shoes that came up halfway to her knees with heels that would give her a little more height then she otherwise would have. When the two other pieces were added to the way her hair was done up, she was positive that this would put a crack in the 'little sister' image Xander had of Willow in his head. Helping the straight 'A' student in her quest to become girlfriend to Xander's boyfriend was the least she could do after the only daughter of Sheila and Ira Rosenberg had been so supportive of her relationship with Angel.

"B-Buffy…I'm not sure i-if this is such a good idea." Willow said, sounding like she was one more doubt away from running back to the bathroom to change into more comfortable clothes.

"Wills! You're never going to snag Xander if you keep looking like someone's shy kid sister," she said, bringing her friend in front of the mirror she'd been using. "You gotta make yourself so hot that any thought of calling you sister will go poof like a staked vamp."

She could see Willow's desire to get Xander to look at her in a romantic manner giving her some strength but whether it would be enough to keep from hiding later on was anyone's guess.

Hearing the doorbell ring, she turned to Willow, "That must be Xander! Wait three minutes and then follow me down. He is **so** going to drool when he sees you!"

Without waiting to see or hear what her friend had to say, she left her room and made her way down the stairs to see what Xander had come up with for a costume. Careful not to stumble over her own dress as she went, she got to the bottom of the stairs and opened the front door. The sight that greeted her was odd but it worked for the first friend she'd made when she'd arrived in Sunnydale.

Starting at the top she could see that his hair was pretty much the same, if a bit messier than usual and hanging from one ear was a fake earring with a little bell hanging from it. However her noticing the earring came second to the patch he had over his right eye, given the detail and quality of the accessory. It definitely wasn't one of those cheap plastic kinds but rather looked like actual leather with some sort of Japanese letter or word embedded into it with something dark red. Moving on down she saw that he wore some sort of black karate outfit with a sleeveless white coat over it, as though it was supposed to be a sign of importance. A plastic katana was tucked beneath the white belt around his waist and on his feet were some white socks with sandals. All in all he looked like quite the samurai, even if the white coat looked a little raggedy around the edges.

"And what're you supposed be, Xand?"

"Miyamoto Sōzaemon," he replied with a decent bow. "A wandering swordsmen with no home and a past he'd rather not remember, doing his best to live an honorable life."

"Sounds pretty badass!" She declared with genuine admiration before hearing someone approaching the top of the stairs. "But wait until you see—"

Turning around, she expecting to see Willow in her smokin' hot outfit but instead what she found was a big white sheet with eye holes poked in the right spots. She'd seen Willow sneak something in with their outfits when they'd gone to the cash register to pay for them but she'd been distracted speaking with Xander, so she hadn't gotten a good look at it. Now she realized it must have been one of those ghost costumes in the plastic bags by the cash register. She had to sigh at the sight before her as it meant that Willow had chosen to retreat back into her shell rather than take a brave step forward.

"Nice lookin' boo ya got there, Willow." Xander said with a friendly half-smile on his face.

"You look good too, Xander," the redhead said from beneath the white sheet.

"Thanks. Well, we'd better get going if we want to get to the school on time," Xander said as he half turned back towards the closed door. "No doubt Herr Snyder is just waiting for a chance to dump more detention on us."

"Then lead on, noble swordsman," she said, doing her best noblewoman impression. "Let us be off."

The silence lasted for a full three seconds before they all burst out laughing at the corniness of her little act. She had to admit it was a bit silly but it was Halloween after all, so it was a night when you could act as crazy and weird as you liked without having to worry one bit about the repercussions. Without a word being spoken they left the 1630 Revello Drive and began walking towards the school where their own group of little brats waited for them to chaperon them around town trick or treating. She knew she shouldn't call them names like that but, when Giles had told her that Halloween was dead to the undead, she had been so hopeful that she could have the night off and spend it with Angel. She knew that it was only two hours that she had to take the kids around for, but that was still two hours that she could have spent getting ready for her date.

_Still, the kids don't deserve my bad attitude._ She thought before taking a deep breath to release some of her annoyance.

She knew what it was like dealing with someone older in a bad mood from all the time she bumped into Snyder. No kid as young as the kind she'd be taking care of deserved to have their Halloween ruined by a chaperon snapping at them every five minutes. Instead, they deserved someone who'd help them to have fun and maybe learn a few tricks about getting more candy then they otherwise would if they'd gone about on their own. It would certainly improve her mood to see the smiles on their little faces so that maybe when she dropped them off Angel wouldn't sense that anything had been wrong to begin with.

Then they could have their date without a bad mood hanging between them and she could make up for being late last night, for being late and for leaving him with **Cordelia** of all people!

_**Warehouse Vampire Lair, Same Time, Spike's P.O.V**_

_Slayer likes to play and play well she does._ Spike thought as he continued to review the recording of blonde's fight the previous night.

He'd been standing in front of the TVs for almost the entire day watching the same fight over and over again to learn as much as he could about the little bird he was going to kill. Normally he wouldn't have bothered but there was something… different about this one, something that set her apart from the other Slayers he'd killed since becoming a vampire, and it wasn't the fact that she had friends or family. It was something else and, until he figured it out, he wasn't going to be a bloody idiot and fight her carelessly. That's the way that those straight from the ground fought and look how they ended up, staked and dusted.

He, on the other hand, was smart. He knew the value of stalking your prey before going in for the kill and Summers was definitely someone in need of stalking.

He was about to rewind the tape one more time to watch the fight when he heard the sounds of someone moving around and moving things around quickly coming from Dru's room. That was a bit odd since none of his minions were allowed back there and Drusilla was usually pretty quiet during the day. Setting the remote control down, he walked to her room to see what was up and found his lethal lover frantically packing her suitcases as though she was racing the clock. This was odder than usual for her and, seeing as how she was a few chips short of an order, that was saying something.

"Pet? Is something wrong, luv?" he asked evenly while the insane lady vampire continued to stuff her belongings into suitcases.

"Must run! Must get away! The emissary of blood and death comes tonight!" Drusilla exclaimed without looking in his direction. "He shall awaken the four and all shall fall to dust in their wake!"

"Emissary of blood and death, huh? Sounds like the sort of bloke we could use on our side to take the Slayer down a peg." Spike said, wondering what sort of demon his Dru was so worried about.

As soon as the words were out of his mouth, the lady vampire stopped dead in her tracks and fixed him with a surprisingly lucid look, a look that clearly said 'ARE YOU OUT OF YOUR MIND!'.

Again, considering how insane she usually was, this made something of an impression on him. The last time she'd been this worked up and this lucid had been just before that mob in Prague had found them and the two of them had barely managed to get out of that tight spot in one piece. If another one of those nights was about to come about, it'd probably be in both their interests to leave Sunnydale within the hour. The only thing that made him reluctant to do so was that the Hellmouth was the most promising of the various places he'd heard could restore Dru to full health. Nothing would ever be good enough to piece her mind back together, not after the job **he** did on it, but at least he could physically make her better. He didn't want to leave Sunnydale unless he absolutely had to.

"Alright, alright! How about I go take a look see around town tonight?" he asked in an effort to change the look she was giving him. "If I see this so-called 'emissary of blood and death' and he's as nasty as you say, we'll leave as soon as I get back. That alright with you, pet?"

This got a nod out of her before she resumed packing her things as though she was sure he'd come to the same conclusion as her before the night was out. Shaking his head, he left her room and began moving to the entrance/exit he usually used. With a gesture or sharp word he grabbed a couple of minions along the way to follow him about. If the one Dru was so worried about really turned out to be death on two legs, then he'd need them as cannon fodder if nothing else to buy him time to get away.

Not that he was a bloody coward or anything. He just didn't fight battles that he couldn't win, that was all. Any moron who threw his life away fighting a battle he couldn't win was too stupid to live and deserved to die.

He, on the other hand, was a survivor. He'd be around until the sun went out and the last mortal thing on planet finally dropped dead in front of him because **he** was the one that ripped its throat out.

_**Sunnydale High School, Student Lounge Area, 3:58p.m, Willow's P.O.V**_

"God must have taken pity on you and your gang, Summers." Snyder growled as he approached them, "You actually managed to get here on time. Now get over with the others so I can explain everything!"

_Cranky as usual. _Willow thought as she walked beneath her ghost costume along with the others to where the 'volunteers' were gathered.

Then again, the only time she'd ever seen the high school principal in a good mood was when he was in the middle of making someone else's life miserable. The rest of the time he acted like his life was miserable and he was going to make everyone else know it and feel the same sort of misery, whether they liked it or not. For what had to be the hundredth time she wondered who had decided that putting Snyder in the position of high school principal was a good idea. Not that she'd ever say anything out loud to that effect while she was on school property but, just like her friends, she'd muttered something bad about the little troll when it was safe to say so. She was pretty sure that, with the exception of a few suck ups, every student and every teacher had similar opinions of the man in charge of the high school. However, as the teachers wanted to keep their jobs and the students had to attend classes, both parties did their best to just put up with the bully while counting down the days to when they could leave him behind for good.

Being one of the smartest people in school, she hadn't been the focus of his bad mood all that often. In fact, the majority of the time he did choose to ruin her day was to ridicule her for hanging out with Buffy or Xander since Snyder was convinced they were losers or troublemakers. She didn't care what that man thought. Xander might not be a star athlete or Buffy a straight A student, but they were true friends and that made them precious to her.

Whether they'd be precious enough to throw away her academic future over, she wasn't quite sure yet. She guessed that it'd depend on the circumstances.

Turning her attention back to Principal Snyder, she waited for him to begin his explanation.

"Alright, you degenerates! This is how it's going to be," Snyder said, looking at the lined up teenagers before him. "The 'children' have been separated into twenty groups. I will assign you a number and that will be your group. You may **NOT** trade them with each other if you don't like the kids. Now shut up and let me give you your number."

For the next few minutes she watched as the principal walked to each 'volunteer' and slapped a sticker on their chest that matched the one they'd been given. For her, she'd gotten the number twelve, Xander had gotten the number eleven and Buffy the number two. The most powerful man in Sunnydale High seemed to take pleasure in slapping down the stickers hard enough to make them wince but fortunately handing out twenty stickers along with twenty numbers didn't take that many minutes to finish.

"The 'children' will now be brought in and they will go with the student they've been assigned to," Snyder said, stepping back from them to glare at the group as a whole. "You will not speak to them any more than you have to. They don't need any of your bad influence rubbing off on them."

With those words the angry little man walked to a nearby classroom with the chatter of children emerging from it once the door opened. Looking at the others, she could see that none of them had had their moods improved by Snyder's presence or by how he'd given them their groups. When she saw the children begin to file out of the classroom, though, she had a feeling things would only get worse since the kids looked like they'd been placing bets on who could make their chaperon crazy first.

In other words, your usual spoiled brats.

It soon became obvious that the reason why students were being asked to show the kids around rather than a member of their own families; it was to give their families a break from the punk kids who made their lives a living hell every other night of the year.

_Lucky us!_ She thought unable to keep herself from rolling her eyes.

"Are you ugly under that costume, lady?" asked the kid in the pirate costume in front of her.

_This kid is going to be lucky to make it to puberty with tact like that._ She thought while trying to figure out a polite way of answering the little boy's question.

_**Ethan's Costume Shop, 5:15pm, Ethan Rayne's P.O.V**_

_Well now! I believe it is time to get this party started. _Ethan thought as he finished locking the doors to his shop.

He'd just sold the last costume of the night and had seen off the last of the customers with the last of his 'friendly shopkeeper' routine. A silent prayer of thanks was sent to his Lord for that because if he had to put forth one more of those false smile, his mental twig would have snapped for sure. Still, it had been a means to an end and now it was time to bring about that end in the way he'd originally intended. Walking across the half empty store, he parted the curtains to reveal the object that would set the entire night in motion: a stone bust of the Roman god Janus.

With ease born of over fifteen years of practice, he knelt before the bust and, with equal ease, he pressed his palms together using a chip of ice made out of a unique substance to break the skin so that his blood could flow.

"The world that denies thee, thou inhabit." he said as he dabbed a finger in the blood coming from his palm before smearing the substance over his right eyelid.

"The peace that ignores thee, thou corrupt." he spoke as though changing as he repeated the previous action with his left eyelid and draws a bloody cross on his forehead.

"Chaos. I remain, as ever, they faithful, degenerate son." He stated finally as the words served to establish a mystical connection with his Lord.

He could feel the tingle that always came with the bond and savored it with the knowledge that it would only grow in potency as the Roman god ate of the chaos that would be born this night. Indeed it would be the world's greatest high and much more potent than anything he had experienced since first pledging himself to his Lord. Before tonight, the largest area he had tried to cast a spell of this type on was a big apartment building in Canada and that had left him giddy for days. The feeling he'd get from casting this spell on the entire town of Sunnydale would likely put him on cloud nine for a full month.

_Before we get that far though, I'd best put my little addition into play._ He thought as he reached for a small vial with a faintly glowing liquid inside.

Placing the vial on the top of the bust, he imagined what would come next when it was time to put everything into play. When the main spell for the costumes was cast, the energy released would set off the liquid of Delphi inside, mixing the two energies before causing them to roll over the town. For most people they would feel nothing of consequence but based on what he had detected from the Slayer and her two friends, the released energy from the liquid should significantly destabilize the binding spells on them. It would be through his connection to the primary Janus spell that he would be able to take a peek at what lay within the seal. The unstable flux wouldn't last for long, nor did he expect it to be enough to release whatever had been bound, but it would allow him see what he wanted to see.

As the light coming from the eyes of the bust reached their peak, he knew it was time to raise the curtain on this classic spell of chaos.

"Janus, evoco vestram animam. Exaudi meam causam. Carpe noctem pro consilio vestro. Veni, appare et nobis monstra quod est infinita potestas." He chanted, feeling the forces that the spell allowed him to manipulate rise up invisibly to all except those with the eyes to see them.

It was quite a beautiful sight when you got right down to it but he did not let his concentration waver in the slightest. Mistakes could not be tolerated when performing a spell of this scale or else it could harm both caster as well as the receiver. While he might not care what happened to his 'customers', he very much cared about what happened to him and so he kept his mind on the task at hand.

"Persona se corpum et sanguium commutandum est. Vestra sancta praesentia concrescet viscera. Janus! Sume noctem!" he chanted louder than before, even though volume wouldn't change the effect the spell would have.

The energies rose, weaved into the desired pattern and then with the shattering of the vial flew away from the focal point above the bust like ripples in a pond as they sought out the costumes they were meant for with the Delphi energy along for the ride.

"Showtime!" he said with a gleeful smile as he waited for the tingling within his body to begin its rise to unparalleled heights.

Little did he realize that the consequences of his actions would reach far beyond himself and those who had visited the store.

As the spell swept over the town, those who bought items from Ethan Rayne's store were overcome with changes both in mind and body. The little children became demons, teenagers became pirates and visiting college students turned into Big Foot-like creatures in the time it took to blink. Blinded as the populace usually was to all manner of supernatural and demonic phenomena, this event took them completely by surprise. The ones that survived past the first few minutes were the ones that accepted that those who had been costumed human beings had changed into potential threats to be wary of. Those that died in those first few minutes were those who clung foolishly to the idea that such transformations were impossible and that those that stood before them would not harm them.

The truth of those deaths would never become known, though.

Those who died would simply be written off by the police as victims of 'gang members on PCP'.

Those who had perpetrated those acts while under the influence of the spell would either ruthlessly suppress the memories or be committed to asylums for the insane.

It would be different for five residents of Sunnydale, though.

Ethan Rayne had made a miscalculation when he made his little addition to the Janus spell. Had he not cast the spell to open a crack in the spell that bound something within four of them, the seals might have been enough to keep that which was within contained. However, with the crack created, the power of the being that would possess one Xander Harris had all the opening it needed to shatter the binding spell entirely, releasing that which was trapped within. More than that, the destruction of the spell in one of them resulted in the shattering of the seal in the other three as though each had been linked to the other. The reactions of the Slayer and her friends to the breaking of the binding spell varied but they were one in the undeniable consequence they would all have to face.

None of them would ever be the same again.

As for the fifth resident of Sunnydale, he would express disappointment that the binding spell he had placed on the four was no more. He would be angry because now there existed a threat to him that he had thought over and dealt with seventeen years ago. A threat that, with the help of legal aid from Los Angeles, should have lasted until the grim reaper came to claim the four.

This fifth person would spend the weeks that followed investigating what had happened and only the chaos Ethan Rayne served would keep him from being found right away.

As for the four once bound by the spell of the fifth… only time would tell how their futures would now unfold.

_**The Location Where Xander Harris Once Stood**_

"What the… where the hell am I?" asked the form belonging to one Xander Harris, "An' why the hell do I sound like some punk kid?"

Those were just two of the questions that were buzzing around his head as he tried to get over not being where he remembered being a few seconds ago. Last time he checked, he was in a meeting with the old man and the rest of them, talking about something and then he found himself here. It looked like some place in the mortal world but definitely no place Japanese if the writing on the street sign was any clue. Definitely not among the places he'd thought he'd pop up without warning.

Deciding that if he couldn't figure out how he'd been brought to this place, he might as well figure out why his voice wasn't right, he walked over to a nearby car he looked at one of its windows. He got the answer to his earlier question about sounding like a punk kid but it sure as hell wasn't what he'd been expecting. Looking back at him wasn't his usual ugly mug but someone who looked like he was fresh from the academy back in Soul Society. Still, there was something about the face that was bugging him a bit. He didn't know what it was but, after taking a minute to think about it, tossed it behind him as something unimportant that could be dealt with later.

It only took a second for him to decide to start looking around the place to see if he could find someone who knew why the hell he'd been brought here and how he could get back. It was as he took his first few steps, though, that he realized he'd let his reiatsu slip a bit as everyone he could see was on the ground looking like their brains could barely remember how to breath. Not wanting to have to sit through a lecture by the old man about making a mess in the living world, he reigned it in by quite a bit. When he saw the people around him breathing easier and a few even managing to push themselves to their feet before stumbling away from him as fast as they could, he snorted.

Wimps.

Maybe in a couple of years they might be worth fighting if they bothered to try and make themselves stronger but right now they weren't worth his time.

Walking through the streets, he caught a few things here and there that didn't make sense. He could see puny demons running around making a fuss and he saw people that shouldn't have been more than characters from some kid's manga. It didn't make any sense at all but he had to admit that it was more interesting than walking around someplace boring and normal. Some of the wierdos actually seemed strong enough to do some damage, seeing as how they were smashing up cars and concrete pretty easily. His mood lifted as he wondered if he might actually be able to find a decent fight in this town after all. If some were this strong, then maybe he could find someone good enough to give him a light workout or maybe even a real fight. With that in mind he stretched out with what little spirit sense he had to see if he could find out where the strongest in the town was. He didn't care about any of the weaklings that might be running around and, while he'd settle for some of the decent ones if they crossed his path, the one that he **wanted** to fight was the strongest.

One by one he tried to sense who was the strongest and, while it was harder because something was stinking up the place enough to make it harder to find people, he eventually found the one he was after. It wasn't reiatsu he was sensing but rather some other kind of energy but he didn't mind. All that mattered to him was that it was strong and that he could probably get a good fight out of whomever it was so long as they had any idea of how to fight with that power. With an opponent in his sights, he broke into a run in order to find this person before someone stole them out from under him, forcing him to be satisfied with weaklings.

Making his way through the town, he didn't let anything or anyone get in his way and used his reiatsu to smack aside anything that dared to try. A few minutes later he reached what looked to be a park but it wasn't the trees or the benches that he had his eye on, but rather the red-clad being standing in the center of a circle of dead or unconscious bodies. He didn't much care which but the sheer number of them made it undeniable that this was the one he wanted to fight and he wouldn't let the man leave until they had fought.

"Well, isn't this interesting," he said, looking at the wounds on the bodies to get a feel for what the guy could do.

"Isn't it?" asked the crimson-clad person as he turned to reveal sunglass-covered eyes. "I was quite surprised when I found myself in this hell-soaked town and this lot thought to take advantage of that. I don't think they much liked my response."

"Heh! Probably not." He said as he drew his sword from its sheath, "But I'm thinkin' that it's one I'd like. Howsabout you let me hear it?"

With a glance he could see that the sword in his hand wasn't his; it wasn't chipped along the cutting edge for one thing, but that didn't matter to him. It looked decent enough and he wasn't having any trouble channeling his reiryoku into it, so it'd be good enough for what would come next.

"I suppose someone like would like it," spoke the man dressed in red before reaching into the darkness and pulling out a dark sword inscribed with glowing red script.

"Before we get started, I think it's only right that ya know the name of the guy that's gonna kill ya," he said before bringing his sword up into a ready position. "I'm captain of the 11th squad of the Gotei 13, Zaraki Kenpachi!"

"My name is Alucard of the Hellsing Organization," stated Alucard as his red eyes gained a bloody glow to them. "Pleased to make your acquaintance!"

With the introductions out of the way, he charged forward while preparing to deliver an overhead slash to his foe but, when he brought it down, it was stopped about half a foot before it would have carved open the man's head. Pushing down harder on his sword, he was pleased to see only a slight trembling of the blades and couldn't help but smile. When he had originally sensed the man, he'd expected nothing more than a workout but now it was looking as though he would actually get to have some fun. Pushing off the enemy blade to get a little distance, he swung his sword from a different angle but found that to be blocked as well, though this time sparks flew from the friction between the two blades.

Hopping back about five feet, he looked at Alucard and was overjoyed to see not a bit of weakness coming from the man. No panting, no sign of any strain at all, but more than that it looked like the guy was enjoying the fight as much as he was.

"Nice power ya got there!" he said as he brought his reiatsu up a bit more, "You keep it right there! Don't you dare let it go down 'cause I'm havin' way too much fun!"

With that he pushed off the ground with his legs, closing the gap between himself and Alucard in the blink of an eye, causing their swords to come together with a clang that was heard for blocks in every direction. It would only be heard, though, because thanks to the power that the captain of the 11th division was letting loose, no being in possession of a spirit of any kind could summon the will to do anything but breath within a certain radius of the battle.

It only got worse as time went on.


	2. Chaos, Confusion and Changes

Disclaimer: I do not own any of the copyrighted material contained herein. They are the rightful property of their creators and associated companies. I make no profit off of this whatsoever. I write because it's fun and because there are those who enjoy reading my work.

_**The Front Steps of a House, Seconds After the Janus Spell, Willow's P.O.V**_

"Oh, dear! Am I all out?" asked the nice old lady as she checked the candy bucket to be sure. "I could've sworn I had more candy."

Willow looked on she was a bit sad that the kids wouldn't be getting any candy from this house but then she remembered how mean they'd been to her so far tonight and the sadness went right out the window. She had done her best to keep a cheerful tone and be the proper chaperone but the little grade schoolers were not making it easy on her. After the first question about whether or not she was ugly under her ghost costume, she had gotten asked similar question about every five minutes from a different kid each time. She couldn't prove it but she was sure the kids were all working together to find out how many times in how many different ways they could ask if she was ugly beneath her costume before she cracked. Her more optimistic side tried to convince her that it was ridiculous thinking that such little kids would be up to such mischief. However the rest of her knew what it was like to be their age and could see the signs quite easily of a brat thinking he could do anything and get away with it so long as his parents weren't around to catch him red handed. So with those two parts of her warring for dominance inside of her, it was anyone's guess which side would give in first.

"I'm sorry, Mr. Monster," said the old lady before bending down a bit to console the kid in the monster costume. "Maybe I—"

That was all she managed to get out before in a move completely unexpected the kid that had been wearing the green monster mask reached up with hands that were decidedly not human and began to strangle the elderly lady. Everyone present reacted differently to this unforeseen even with some of the kids making a run for it while she herself moved to try and help the old lady.

"No! Let her go!" she yelled as she tried to pry the clawed hands off the elderly woman's throat.

She managed to do it but just when she was about to think up a serious lecture about proper behavior the kid in the green monster mask began to strangle the one in the red monster mask.

"Stop! What're you doing?" she yelled as she tried to get in between the two to separate them without hurting them.

She wasn't sure what was going on but she was beginning to think that it might be something Hellmouthy despite Giles saying that tonight was supposed to be their night off. She almost thought she saw an opening but before she could do anything, a wave of weakness seemed to wash over her, causing her to stumble backwards until she hit the wall of the house. She thought that maybe it was because she'd forgotten to breath in all the commotion, however, when she tried to replenish her oxygen supply, she found her body oddly reluctant to obey her commands. She tried forcing her body to obey but it was like her will meant nothing as the weakness only got worse causing her legs to give out, dropping her to ground. With true fear in her now, gravity and the worsening weakness pulled her body to the ground with her helpless inside. For a time she was ready to say her last goodbyes since she was sure that she was only moments away from irreversible death.

Then something strange happened.

All the weakness left her and was replaced with this odd feeling of strength, causing her to instinctively sit up so she could figure out what had just happened from a more comfortable position. Looking around, she found out that the two not-kids that had been choking each other moments ago had left in the space of time between the first wave of weakness and the present. Standing up, she looked around to find that it hadn't just been her group of kids that'd experienced some serious weirdness but rather everyone since there was not a single direction that didn't have something weird in it. She was about to leave to find Buffy and Xander when she caught something out of the corner of her eye that compelled her to turn her head to see what it was.

The moment she did so, she wished that she hadn't since what she saw was a body roughly her size covered in a ghost costume that oddly looked like the one she had bought from the costume shop. Not liking what this implied, she reached out with her right hand to pull the sheet off of the person if only to prove to herself that it wasn't her but stopped the moment a right hand came into her field of vision to take hold of the sheet.

A **dark skinned** right hand.

Reflexively she jerked away from the unfamiliar appendage but not only did it follow her but it took the sheet covering the prone with it. Not only did the limb follow her with the sheet in its grip, the body was proven to be hers beyond any possible doubt. A freak out was definitely in the works inside of her but, like so many times before, she did her best to calm down since losing it on the Hellmouth tended to end rather painfully.

_Breath __**in**__! Breath __**out**__!_ She thought as she tried to calm down enough that she could think things through rationally. _Time to play what do I know._

She knew that she'd been fine up until a few minutes ago so it probably wasn't a poison or something that took time to take effect. She hadn't seen anything or anyone suspicious chaperoning the kids around so it probably wasn't a demon or something that had to be in eyesight of her to do something. That meant it was some kind of spell that wasn't aimed just at her but rather at a general area and this idea was supported by what happened to the two kids in the monster masks. Was it a spell that turned people into their costumes?

_Maybe but that doesn't explain my skin turning dark bronze._ She thought as she took another look at her hands while wondering if it was just her hands or if it was her whole body.

Before she could think of anything else, though, a familiar scream cut through the night, grabbing her attention immediately.

"Buffy!" she exclaimed before she took off running for the source of the scream.

It was when she'd travelled two blocks that she saw a sight she'd thought she'd never see: Buffy cowering behind a tree as a car sped by. The last time she'd seen the Slayer that afraid was when the little kid had brought everyone's worst nightmare to life in the real world.

"Buffy! Are you alright?" she asked as she strode up next to her friend.

"Buffy?" Buffy asked as though she recognized neither the name nor her.

She had a sinking feeling that grew the longer the blank look remained on the Slayer's face before it was replaced with a sort of denial that was almost frantic in nature.

"My name is not Buffy, harridan! I am Elizabeth Norrington!" Buffy declared haughtily as she tried to appear more regal than she felt. "Now you will escort me to the nearest place of safety or I will have my father put you in irons for the rest of your life!"

_Great! Instead of the sophisticated and polite eighteenth century noblewoman, I she changes into a spoiled princess eighteenth century noblewoman!_ She thought to herself while wishing that she'd convinced her friend to pick something more friendly towards the lower classes.

Still, it looked like Buffy had changed into her costume just like the two kids in the monster masks and, unlike her, the Slayer didn't keep her own mind after the change. If she didn't have her mind then she didn't know she was the Slayer and, depending on how strong the spell was, her powers might be suppressed completely. That meant the blonde in a brunette wig would be completely helpless and unable to help put an end to things to say nothing of what could happen if someone who'd transformed into something dangerous spotted them. In the end the best course of action would be to find someplace safe to take Buffy, convince her to stay inside and then go find Giles so that they could put an end to everything.

"I know just the place, milady," she said as politely as she could in an effort to better Buffy's mood. "If you will follow me there is a place of safety nearby."

This seemed to pacify the high and mighty noblewoman somewhat and, with a curt not of permission, the two of them began to make their way through the chaos filled streets towards the Summers home at Revello Drive. It wasn't perfect and she'd have to think of some way to convince Ms. Norrington to unlock and open the door for herself since she couldn't touch anything. It was just a stroke of good luck that Mrs. Summers wouldn't be home until late because she had a feeling that a meeting between noblewoman and mother wouldn't be a pretty sight.

She just hoped that it wouldn't take long for her to get to Giles so the Watcher could put an end to things.

Buffy probably wasn't taking well to not being in control of her own body and if something wasn't done soon the only daughter of Joyce Summers would not be pleasant to be around for the next day or so.

_Maybe a big container of double mint ice cream would cheer her up._ She thought as she warily led her transformed friend to her home.

_**Someplace…Else**_

_Well I'm getting nowhere fast._ Buffy thought with irritation as she continued to make her through the forest she'd found herself in.

Thinking back to how she got to this forest, she still had trouble connecting the dots between the before and the after. She remembered showing the kids around and then feeling an odd wind pass over her before suddenly finding herself in a dense forest, still dressed in her Halloween costume. She'd tried calling out to see if anyone else had been dropped there with her but hadn't gotten anything in return other than silence. A quick glance around was all she took before she set off in a direction her instincts told her might lead her someplace where she could figure out where she was and how to get back home. That had been at least an hour ago and all she had to show for it was the fact that all the greenery was beginning to thin up which hopefully meant she'd find someone's home soon or at least something more than tree after tree.

So, with a bit of hope in front of her, she picked up the pace of her strides while keeping her dress close to her so as not to let it snag on a branch or something.

It was twenty minutes later that she finally exited the forest and found herself in a clearing but, instead of something beautiful, she found herself on the edge of a battlefield. With dark black clouds up in the sky and a steady wind causing her dress to flutter, the entire scene was just that much more wiggins worthy. White armor and weapons of all kinds were everywhere but thankfully there were no bodies in them, otherwise it would have been seriously disgusting. There were cracks, holes and slash marks on every piece of metal she could see clearly, with it being fairly likely that the same was the case for every item in the clearing. However there was something that she couldn't quite place and it was the sign of black scorch marks mixed in with the typical melee damage. It didn't look like fireball damage that she'd seen in her career as the Slayer, due to the fact that it was too focused. Fireballs and similar energy attacks tended to act like water balloons by splattering over what they hit but what she was seeing was focused along the edges of the damage.

_If I didn't know better, I'd think someone was using one of those lifesaver things from the movies._ She thought as she looked away from the ground only for something else to catch her attention.

Standing in the center of the battlefield was a blonde warrior who was looking right at her and that gaze made her feel as though she had been hiding but now was exposed. Extremely light, almost white, blonde hair was on the woman's head, braided in such a way that was sensible for someone with long hair on the battlefield. Cold eyes the same color as the hair stayed locked on he,r surrounded by skin that was healthy but weathered looking as though the woman spent more time outside then inside. The warrior woman's body was clad in black armor with a slight gorget around her neck, a cuirass of solid metal shaped to match her torso, pauldrons on each shoulder, gauntlets on each hand with claw-like points on the fingers as well as the thumbs and tassets hanging from the sides of the cuirass. There appeared to be dark fabric beneath the armor that almost looked like a dress but it could've been something else, given that she was too far away to make out the finer details.

For a moment she considered turning around and looking elsewhere for someone or something that could help her but her pride wouldn't let her turn away just because of a creepy look from some Joan of Arc wannabe. With defiance in her movements, she walked up to the woman, determined to get some answers or at least directions to where he could find them. As she got closer, she could see scarlet lines on the outer edges of the armor creeping towards the center in an erratic pattern that reminded her of lightning bolts. As for what she thought was a dress, it definitely had a similar design to chainmail but with linked rings so tiny that, if she didn't have sharp Slayer eyes, she wouldn't have known without a closer look.

"So you've finally come, Elizabeth," spoke the woman in a refined and regal tone of voice.

This caused her to freeze in her tracks both at the thought that someone knew her birth name and that this heavy metal woman had supposedly been waiting for her. Shaking off the effects of the unexpected statement, she decided now was the time to take the offensive rather than be stuck reacting to this stranger.

"Yeah, well, what can I say? I never really liked camping so I just go where the people are." She said, doing her best to act like it was just another day to her.

"No… you go where your prey is and hide yourself among the sheep to strike at the wolves when they appear." Spoke the woman as though handing down the undeniable truth.

_Who the hell is this woman?_ She thought with a bit of anger at the 'my words cannot be denied' tone of voice.

"Yeah, whatever, sure! I don't suppose you know how to get back to civilization, do you?" she asked, treating the warrior woman like a cosplay weirdo.

"We are in what you would consider civilization," replied the woman, who seemed to have about as much personality as an anvil.

"Really? 'Cause I don't see a mall or Starbucks anywhere." She said with increased amounts of sarcasm in her voice hoping to crack the woman's composure.

"You do not see because your eyes have been rendered blind to certain truths," stated the woman clad in armor without a single change in her expressionless face. "Blinded by others. Blinded by yourself."

"Great! Of all the people I have to find in this place it has to be an expert in speaking cryptic," she muttered, remembering the early days when Angel did the same thing before pulling his vanishing act.

"It is not cryptic if you use the mind you've been neglecting for so long," the warrior woman said, looking away for the first time.

"Great! Cryptic and making cracks about my grades!" she exclaimed as she began to realize she likely wouldn't get anything useful from this woman.

In a bit of a bad mood she began to walk away but, on a whim, she decided to at least ask her question once just in case it at least gave her a clue of where to go next. "I don't suppose you know how I can get back home?"

"You will find your own way in time," replied the armor clad Amazon before she disappeared in a flash of black lightning.

"Great. Not only a cryptic but also a fucking drama queen!" she yelled before storming off for the forest, contemplating whether or not some deforestation would better her mood.

Probably not but it was an idea to keep in reserve just in case she couldn't come up with something a little more satisfying.

_**The Remains of the Sunnydale Central Park, Forty-Five Minutes Later, Alucard's P.O.V**_

"GLORIOUS! A truly **glorious** fight on a truly **glorious** night!" Alucard exclaimed with glee as he locked swords with Zaraki once more.

When he had first laid eyes on the man he now fought, he had been able to sense power beneath the surface, power that was more than one would expect from a mere human dog, but as their fight continued his opinion improved with his mood. This man, this Zaraki Kenpachi, had a love of battle that matched his own and, even with the wounds that his blade carved into the young man's body, the so-called 'captain of the 11th division' did not show fear. Indeed the cuts only spurred the warrior to attack harder, forcing him to release the control arts binding his power just that much more to keep the battle from ending too soon.

It was for that reason that he was careful about where his blade cut for, while Zaraki might behave as though the body was his, the eyes of the No Life King knew the truth. He knew all too well that his adversary was merely possessing a human's body and empowering it with his strength so that it could fight. While this did make it more durable and more powerful than an ordinary mortal body, he knew it wouldn't heal nearly as quickly as Zaraki's true body probably did, so he made sure that his cuts didn't penetrate too deep and stayed away from any major arteries that might cause the owner of the body to bleed out quickly.

_Nevertheless, I will likely have to end the fun sooner rather than later, if for no other reason then to avoid allowing the host body to die,_ he thought as he knocked a thrust to the side before delivering a backhanded slash that caused a cut to bleed on the face of the body Kenpachi inhabited. _Somehow I just know that my master would find out if I allowed an innocent to die and she would be most put out._

Still, that didn't mean that he couldn't enjoy what little time there was remaining in the fight to the fullest. By his reckoning, he had roughly an hour before the body before him became incapable of fighting back and began entering the time that would be dangerous to continued life.

That was plenty of time to enjoy the night as well as the remainder of the fight.

"You sure you got time for daydreaming! HUH!" Zaraki asked rhetorically before delivering a devastating overhead slash.

He evaded the initial impact, of course, but to his surprise the energy contained in the blow not only destroyed the street at the point of impact but also unleashed a golden energy that almost succeeded in cutting him.

_So he can channel that fabulous energy in this way as well._ He thought with his smile only getting bigger at this development.

It would certainly make it harder for him to get close enough to cut the mortal body if he couldn't accurately judge the reach of the blade or the energy it could channel. The increase in difficulty appealed to him, made his blood thrum with excitement, and prompted him to raise the amount of effort he was putting into the fight as well.

"Situation D. Releasing control arts restrictions to level four," he said without caring if his foe heard him. "Ability restrictions lifted for limited use until the enemy has been rendered silent."

With that he felt his power rise and come just that much closer to the full release of his powers. He knew he wouldn't be able to completely free himself without Sir Hellsing present but that wasn't a problem since he very much doubted he'd have to go past level three with Zaraki Kenpachi. After all, no matter how potent the power the possessing spirit might possess, there was no way that the body it inhabited could endure such a stressful influx of power. Though it would make for an interesting sight to see a mortal body torn apart by a power it could not hope to contain or control, it would be poor form to allow one who is a prisoner in his own body to die in such a manner. Therefore if it looked as though Zaraki would draw upon more power than his current shell could endure, he would end the fight in a flash by rendering the mortal body unconscious.

Until that point in the battle came, he would enjoy tonight's entertainment to the fullest.

With that in mind he charged forward at a speed that should render him no more than a blur to Zaraki and, once he was within range, he prepared to deliver a slash that would open up a wound in the body's side. However, in a move that surprised him, the man actually managed to block the strike while holding his sword with only one hand and only a bit of trembling to show some difficulty in doing so.

"So you're quick on your feet as well," Zaraki said with the fun he was having made clear by the tone of his voice. "Not quite Shunpo but close enough to make this more fun. Let's see how fast you can go!"

The captain of the 11th division went from blocking his attack to executing a thrust but instead of dodging it, he decided that the time had come to show this battle fanatic the difference between their respective bodies. In the time it took to blink, the blade entered through the front of his body and out of his back in a spray of blood that he was quite familiar in receiving as well as dealing. There was pain involved, of course, but after the long and **eventful** life he had led, pain was no more bothersome than bad weather and, in some cases, it was actually quite pleasurable.

It was also quite amusing to see the expression of shock on his enemy's face when they realized a mortal attack wasn't quite so mortal with him.

"It tickles!" he declared with much humor as he took in the shocked face of the mortal shell.

"Then this should be a laugh riot! HAH!" Zaraki yelled before extracting his sword by cutting from point of impalement out through the right side of his body.

He simply laughed at the wound and continued laughing as the warrior wearing a patch over his right eye continued to cut into him. He waited until the young man paused to inspect his work before he used his True Nosfuratu powers of regeneration to undo the damage done to his body to the point where not a single remnant was left.

"Chōsoku Saisei, huh?" Zaraki asked rhetorically without a dent in his grin. "Interesting! This is turning out to be the best fight I've had in a century! I can't wait to see what else you can do, Alucard!"

This made his manic smile all the more potent as his estimation of this Zaraki Kenpachi went up another notch, since most of his adversaries remained shook up for a while longer after he rendered their damaging blow irrelevant. That this swordsman could take it all in stride as though it meant nothing for a foe to heal completely before him and this intrigued him.

Just what sort of world did this Captain Zaraki Kenpachi come from?

It would be an interesting place to visit he had no doubt.

_**Outside of the Summers Home, 1630 Revello Drive, Thirty Minutes Later, Willow's P.O.V**_

"If that's the type of woman Angel liked when he was our age, maybe Xander was right calling him a masochist!" Willow growled as she almost stomped away from the house of her blonde-now-brunette friend.

The woman, that Elizabeth Norrington, was a complete bitch and almost managed to make Cordy look civil by comparison. Constantly whining, demanding and insulting, it had taken near constant reminders that it was her friend under the influence of a spell to keep her temper under control. Still, it was fortunate that they'd arrived at Buffy's home when they had because if she'd had to put up with that Norrington girl's behavior for ten more minutes, she'd have experimented to find out if she was the type of ghost that could hit things. Now, though, the spoiled brat was locked inside and be relatively safe from the people transformed by their costumes. While there would certainly be characters and creatures smart enough to open a door, none of them would specifically be hunting down Buffy. Given how big the residential area was the odds of one of them actually managing to find their way inside of 1630 Revello drive and up the stairs to Mrs. Summers' room was small.

_The fact that I told 'Lady Norrington' that there were monsters that could hear even the softest of whispers should help keep her quiet too._ She thought with a smug smile as she continued at a fairly brisk pace for the high school.

She didn't know where Xander was but she did know of a direction she seriously hoped he wasn't in at the moment. Ever since she'd turned into a ghost, she'd been able to sense… something… out in the night and even if she didn't know what it was, she could tell that it was powerful. It was also something that she could tell would accidently crush someone without meaning to if that someone got too close. She really hoped that the samurai Xander had dressed up as would be able to sense this and be smart enough to stay as far away from the source of the power she sensed as possible. She didn't even want to think about what might happen if he turned out to be the sort of Japanese warrior that actually sought out enemies that were more powerful than him because, Halloween spell or not, there was a limit to how much damage the human form could take before it could take no more and simply gave up.

"AAHHH! Help! Someone!" came a scream for a savior from further down the road she'd just begun to make her way down.

Looking ahead, she immediately spotted Cordy running for all she was worth away from some giant thing that looked like Big Foot except it was a lot less shy than the creature that almost no one had ever seen. While she couldn't say she cared whether Cordy became a world famous actress or the latest person to stand behind the counter of a fast food restaurant, she didn't want to see her dead, so she began to run towards the duo and, while she knew she wouldn't be able to physically do anything, she believed she could act as a distraction. So long as the beast didn't catch on to the fact that it couldn't touch her and she couldn't touch it, she was willing to bet that she could get it to follow her. Then all she'd have to do was lose it by walking through a wall, after which she could resume making her way to Giles so they could put an end to this madness.

"HEY! HEY WALKING CARPET!" she yelled trying to get the thing's attention. "WHY DON'T YOU COME OVER HERE AND TRY SOMETHING A LITTLE DARKER!"

This wound up getting both the attention of Cordy and the attention of the beast, causing them to head in her direction for completely different reasons.

"Willow! What the hell is going on!" Cordy exclaimed as got behind the genius with the formerly red hair. "One minute I'm on the way to the Bronze and the next I'm being chased by Jo-Jo the Dog Faced Boy!"

"I think someone's cast a spell to turn everyone into their costumes." She replied still focused on the approaching hairball.

Then something occurred to her that caused her to turn her head to Cordy.

"How come you're not a cat?" she asked, noticing that unlike everyone else, Cordelia Chase was completely normal.

"How the hell should I know! You and your freaky friends are the ones that are supposed to know about stuff like this!" Cordy shouted, her eyes never leaving the oncoming threat, "I've got enough problems of my own without learning about what you guys deal with everyday!"

The conversation pretty much ended there because Jo-Jo caught up with them and, after that, she was given something a little unexpected to concern herself with. After the spell first hit and she'd been turned into a ghost, she'd presumed that there was nothing that could hurt her since ghosts were intangible. During the entire time she'd coaxed Buffy's costumed personae into 1630 Revello drive, she'd used some creative thinking to have 'Elizabeth Norrington' do all the touching as well as moving. Even when she'd left she'd the house, she'd had Buffy open and close the door behind her because, while she'd known she could've just walked through a wall, she didn't want to 'cause being a ghost still wigged her out. The only reason she'd even considered doing it moments ago was because someone's life would be in danger if she didn't.

Now she was unfortunately introduced a rather disturbing turn of events: she **WASN'T** intangible.

That was what she learned when, instead of passing through her like it should have, the creatures hand actually succeeded grabbing her by the shoulder. She was so shocked by this it could only have been described as instinct when she performed a rough knee thrust to the creature's stomach, followed by a boot to the head when the Big Foot bent over. It was mostly due to surprise that it worked but that didn't mean that she wasn't experiencing partial brain freeze because of these unprecedented moves. She was almost too stunned by what she'd done to do anything but fortunately Cordy wasn't nearly so paralyzed with shock and, now that it had been established that she was tangible, Queen C didn't hesitate to pull her away from the recovering beast. It took a minute for her to get over her shock but when she did, she pulled her arm free and ran alongside the socialite, taking a glance back every so often to see if Big Foot was pursuing them.

He wasn't. Thank **GOD!**

Reorienting herself, she quickly figured out where they were and what the most direct route to the high school was.

"This way!" she said, grabbing Queen C's arm and pulling her in the right direction.

"Hey!" Cordelia exclaimed but without enough effort to pull her arm free.

"We need to get to Giles so we can figure out what's going on and how to stop it." She explained while keeping an eye out for other Halloween threats.

That pretty much shut up the rich girl and for that she was thankful since her nerves are already in an uproar over having to deal with Elizabeth Norrington.

"Party Town's never going to give me back my deposit after this!" Cordy muttered just a little too loudly.

In response to this, she picked up the pace of her running wanting to get to the library sooner rather than later.

She might have been more patient then most but even she had limits to how much whiny upper class bitching she could tolerate.

_**Sunnydale High School, Library, Thirty Minutes Later, Rupert Giles' P.O.V**_

_Right. I think that is everything._ Giles thought as he zipped up the bag containing the odds and ends he'd been able to gather.

It had been a little under two hours ago that he had sensed a surge in spiritual energy and it had only gotten worse since it appeared. Indeed he sensed something insanely powerful coming from the central park and that had him worried in more ways then one. Thanks to his… misspent youth and his lingering connection to Eyghon, he was somewhat sensitive to spiritual energy as well as spirit-based entities. It was this sensitivity that had informed him rather forcefully that something had disturbed what was supposed to be a quiet night with his books as well as some trivial library chores. While disturbing all on its own, when he'd stretched out with his meager ability in that area he found he'd found three other sources of high spiritual energy within Sunnydale that had not been there previously. Based on what knowledge he had of the spiritual side of the world, it was unheard of that so many powerful entities would appear out of nowhere.

It also posed a problem due to the effect such power would have on those lacking the strength to endure it.

Spiritual entities emitted an energy field at all times regardless of whether they consciously willed it and that field intensified when they chose to tap into their powers. This energy field, however, could cause harm or even kill others within range of those people should those people tap into their abilities to say… fight someone. As it was, the one in central park was putting out such a ferocious amount of energy that it was likely that every human within a five block radius of the battleground was completely paralyzed. Worse than that, if the fight did not end soon then paralysis would become final death as the souls of those affected would simply give out under the strain.

That was why he had begun to gather up materials and was about to leave; with the amulet around his neck he should have a measure of protection against the spiritual energy the being in the park was putting out. With the rest he intended to erect a barrier around the edges of the battlefield to contain the effects of the utilized spiritual energy. From there… well, he would attempt to communicate with the source of the energy in the hopes that he or she would kindly stop what they were doing and reign in their great power.

Then, perhaps, he could find out what had brought the quartet to Sunnydale in the first place so he could begin devising a way to make them leave.

He was about halfway to the library doors when he suddenly detected two of the four spiritual powers approaching his position. Immediately reaching into his bag for something that would prove useful should the two entities prove hostile towards him he waited for them to arrive. When the doors finally swung open to admit the new arrivals, though, he was shocked to see that it was Cordelia and what his senses told him was the spirit of a young woman of dark skin. Re-checking with his senses, he confirmed that Cordelia and this other woman were indeed two of the four being putting out a significant amount of spiritual energy. Unlike the one in central park, though, the duo in front of him were not actively using their power and so would not accidentally harm those that were too close to them.

How long that would last though was anyone's guess.

"Giles! We have big time trouble going on outside!" spoke the dark skinned young woman with the voice of someone he knew all too well. "Somehow everyone's turned into their costumes and don't know who they really are!"

"Willow? Is that you?" he asked as he sought for answers on his own by using his senses.

First he used his eyes and while he could see enough signs in her appearance to lend some support to the idea that it was Willow Rosenberg there were some significant changes. For one her skin was a shade of brown that reminded him of the actress Whitney Houston, albeit two or three degrees darker by his estimating. Another difference was her hair as, while it appeared to be the same length and look the same, was a dark purple color that bordered on black, only revealing the truth when it reflected light. Golden irises were the most distinguishing features of her eyes but, fortunately, they were not the same color as the eyes of the vampires or he may have suspected that she'd been turned. One thing though that he did his best to ignore though was the fact that her… chest… seemed to be significantly larger than he recalled and the shirt that contained this feature looked to be two sizes too small.

He quickly shook his head to rid himself of such thoughts and focused on the more important matters that needed tending to.

"It's me, Giles! I know it doesn't look like me 'cause I don't usually have brown skin and a ghost but I promise it's me because if I wasn't me then why I be here taking to you when I could be haunting a house somewhere or possessing someone or—" Willow said in a stream of babble that dispelled any doubts concerning her identity.

"That's enough, Willow," he said, raising a hand to stop her babbling. "Now, you said that everyone's turned into their costume? I can see that that is the case with you but why is Cordelia unaffected?" he asked, noticing that while the wealthy young woman was indeed unchanged despite being in costume.

"Well, I got my costume from this new place that opened a few weeks ago," Willow replied before turning to Cordelia. "Where did you get your costume?"

"Duh! I got mine from Party Town," replied Ms. Chase, falling back on her usual superior poise and confidence. "There was no way that I was going to trust some fly by night operation to have just the right costume for me."

"And you, Willow? Where did you purchase your costume?" he asked, hoping that this would be the piece of information they needed.

"It's a place called 'Ethan's' near where the magic store is." Willow replied after a moment of thought.

Ethan.

It was a name that he remembered from his younger years even as he prayed that his suspicion wouldn't prove to be the truth. Still, it gave him a place to start looking for the source of the phenomena that had Sunnydale in its grip and, if he moved quickly enough, he could end it before the battle in central park reached the point of no return for those within range.

"Alright. You two stay here and stay out of sight," he said as his resolve to get the bottom of the situation took hold. "I will deal with this matter as quickly as possible."

"Stay here?" Willow asked with a bit of surprise. "But you might need help!"

"I assure you I am quite prepared for what I will face there," he assured her as he made his way for the library doors.

"How can you prepare for something you didn't know about until we told you about it?" Cordelia asked, making a very good point.

"By being paranoid and a firm believer in Mr. Murphy!" he yelled over his shoulder as he pushed the doors aside and left the high school library.

_**Ethan's Costume Shop, Thirty Minutes Later, Ethan Rayne's P.O.V**_

"AAHHH!" Ethan yelled as he burned his right arm once again.

_Bugger but that hurts!_ He thought as he put the lighter aside, _Still, it's doing its job. Got to get to work before the buzz comes back._

Turning back to the bust of Janus, he cursed his curiosity for what had to be the fiftieth time that night. It had seemed so simple at first; all he'd wanted was to get a little peek at the thing that someone had gone to such lengths to bind and hide away inside the Slayer and her friends. He had originally thought that it might have something to do with the true nature of the Slayer line or perhaps it was an effort to conceal someone's embarrassing affair. He knew of several less-than-benevolent mages that would be ruined if word were to get out that they sired a Slayer. He'd entertained notions of blackmailing those mages by threatening to expose the truth unless they turned over to him some of their more interesting artifacts. It would have been so entertaining to see those pompous windbags grovel at his feet in order to make sure that their humiliating secret didn't become public knowledge. However what he discovered upon the casting of the spell turned out to be something much different indeed and the sheer force of what had been unleashed had nearly overwhelmed him.

It wasn't the power that had been bound within the four that he was having difficulty with but rather the unsurpassed pleasure that was being pumped through his bond with Janus.

Just as it had in all the previous spells he'd cast which required the aid of the Roman god, the bond had allowed him to feel the pleasure caused by the chaos unleashed. However, what he'd anticipated would be a wine of particularly good vintage turned out to be a never-ending case of the hard stuff. It had taken all the willpower he had just to keep his head after the initial tsunami of chaos-derived pleasure and, while after that one, the waves of euphoria were smaller he still had to employ unpleasant methods to keep from being swept away. In the last twenty minutes, though, simply marshalling his focus and his resolve was proving to be insufficient in keeping the feelings being transmitted to him by the bond at bay. Instead he had chosen to employ pain as a means of clearing his head and as he looked down at the stone bust he realized that he'd need a clear head to deal with the mess before him.

The mess he spoke of was the power he could feel growing within the bust of Janus with no sign that it would ever end.

He didn't know what could have brought about such an explosion of chaos, nor why it wasn't decreasing the way things usually did once reaching a certain level of power. All he did know was that unless something was done and done soon, the bust would shatter under the strain of the chaos energy that was being channeled through it and the results would not be pleasant. Not just for him, not just for Sunnydale but potentially for the entire state of California and that was a little more than he'd bargained for when he'd set forth on this venture. That meant that he had to terminate the spell as soon as possible but in such a way that would safely disperse the energy within the bust and that was what he couldn't quite figure out how to do. He was more adept at making things blow up magically or achieving effects that would inspire chaos than he was in imposing something as boring as **order** on something. It was times like these that he truly wished that tweed-wearing old friend of his would show up to lend a hand. That's what Watchers did, after all; impose their definition of peace and order on everyone they could whether it was desired or not.

However, given the chaos outside, the odds of his old chum making it to his store in time were rather slim indeed.

It was then though that he heard the bell that hung over the store's front entrance jingle as someone or perhaps something entered. Getting to his feet, he picked up the dagger from the floor and carefully made his way to the curtain that separated the back room from the main store area. He was just about to part the curtain when out of nowhere a fist parted it for him, striking him on the jaw and sending him to the ground. Due to the disorientation of being struck, it took him a bit to clear his head, especially with the pleasure the bond with Janus was sending him, but when he did he found that Fate had taken pity on him.

"Hello, Ripper!" he said with a smile that he couldn't help but paste on his face.

"What have you done, Ethan?" Ripper asked, grabbing him by front of his shirt using his left hand.

"Just thought I'd have a bit of fun. To teach everyone to be careful what they wish for!" he replied, enjoying the fact that he'd stirred up some of the man's old fire.

That response however got him another punch in the face so he decided it'd be best for him to bring his old friend's attention to something a little more important than pummeling him.

"However it would seem that I made a slight miscalculation in the preparations," he said before looking over to the bust of Janus.

Fortunately all it took was a single look at the bust with eyes that were beginning to show cracks around the edges to make the Watcher forget the beating he was about to deliver.

"My God! This is bloody well more than a 'slight miscalculation'!" Ripper exclaimed as he began to examine the stone head using Watcher Council methods, "The energy gathering in this bust is already at dangerous levels!"

"Tell me something I don't know, Ripper!" he said sarcastically as he sat himself up. "This is decidedly not what happened the last time I cast this particular spell. My guess is it has something to do with those children you care for."

This, however, put him right back where he'd been moments ago and he'd have to talk fast if he wished to avoid more pain.

"Look! When your little trio came in for their Halloween costumes, I took a little peek at them to see what I had to play with," he explained quickly in an effort to give Ripper something else to think about. "I found out they had something hidden inside of them and wanted to take a peek. I added a little Delphi liquid to the spell to make a crack in the binding spell but whatever that boy went as blew the enchantment placed on him to pieces. It also caused a chain reaction resulting in the spells on the other three to shatter as well. My best theory at the moment is that whatever chaos those three are causing or will cause is what's causing the overload."

"Something bound within them?" Giles asked, sounding like this was the first time he'd heard of something like that.

"Really, Ripper! I would have thought that a by the book Watcher such as yourself would have thought to give any newcomers a complete once over before letting them join your little club," he said before pulling himself free of the other man's grip.

"Unlike some people, I choose to believe in the better nature of others." Ripper said defensively as he turned back to the bust of Janus. "Besides which, none of them exhibited abilities which would warrant such close inspection."

"Yes, well, while I would love to debate your reasons for letting two unknowns associate with your Slayer, I believe we have a slightly more pressing concern," he said, pointing to the Janus bust, "like perhaps preventing an explosive release of chaos energy that could wipe out the state of California."

"Very well. However we **will** be having words when this is over with," Rupert said firmly before giving the increasingly-cracked bust all of his attention.

Instead of explaining to the Watcher what he'd found out on his own, he let the older man inspect things firsthand since it'd be quicker than trying to convince Ripper that he was being completely truthful in his review of the facts. While the glasses-wearing man went over old ground, he focused on riding out the next wave from the bond with Lord Janus since he very much doubted that his old friend would let him burn his arm again. That left only applying physical pressure on the burns he'd already inflicted on himself in order to get the requisite pain to keep from being reduced to a drooling fool. Being careful not to draw the Watcher's attention, he timed his actions with the next wave that he could feel approaching and, when it arrived, pressed down on the largest burn as hard as he could. The pain the action produced was almost too much for him to endure without crying out but he remained silent and so the incident passed without anyone knowing the truth but him.

"Well you have managed to bollox this spell up quite well, Ethan," Rupert said as he finished his custom made inspection. "However I believe I know of a way to correct matters."

This was something of a surprise.

While it was not his specialty to put an end to chaos, he was familiar enough with creating it to be able to properly analyze the situation. In all the time since the spell had been cast he had been unable to figure out a way of terminating it without getting himself and others killed.

"And what way would that be, pray tell?" he asked, genuinely interested in what his old friend had in mind.

"While we cannot simply smash the bust as that would release the accumulated energy all at once, I believe I have a way by which we can channel that energy into the atmosphere," Ripper explained as he made a short trip back into the main area only to come back with a bag. "If we erect a strong enough barrier around the bust and then breach it from the top, it should work."

While his first instinct was to call the man a fool, the objects his old chum brought made him rethink that opinion. They were indeed components for a barrier of some kind but he was not quite able to place the spell that the Watcher intended to use. Observing as the man placed five objects around the pedestal that the bust rested on, he was immediately able to see that it was meant to set up a five-pointed star around it. It was one of the more commonly used configurations when you wanted to erect a barrier but it was also one of the strongest since each point reinforced the other.

"What exactly do you need me to do?" he asked, deciding that it'd be best to ask then remain silent only to be asked what he was waiting for.

"I presume you had the foresight to place a self-destruct charm on the bust before you began?" Giles asked while still setting up the barrier.

"Of course! What sort of amateur to do you take me for?" he asked with a bit annoyance at the slight.

"Then when I signal you, use it," Ripper ordered before taking out a piece of chalk and drawing on the floor around the pedestal. "It will require precise timing but it should work."

"Should?" he asked being unable to resist needling his friend even under the current circumstances.

"Considering I've been given less than ten minutes to survey your mess and come up with a countering method, you should be thankful I am able to come up with 'should' rather than 'might'." Ripper snapped, finally looking away from his work for a moment.

It didn't last though as the man soon went back to his task and, minutes later, he either ran out of chalk or finished the configuration he was drawing. Then, however, came the one habit that he always despised: Rupert began checking everything all over again. Even during the days when Rupert went by the alias Ripper, he was always so thorough when it came to preparing for a spell that the rest of them sometimes teased him about it. While he wasn't opposed to being careful, he was confident enough in his skills that he believed that he could get it all right on the first try.

_Though given what might happen, if a mistake is made I suppose I can give him the time._ He thought as he moved to a position opposite Rupert.

It only took three minutes, thankfully, and once the checking came to an end, Ripper finally looked ready to get the show on the road.

"Everything looks as though it is as it should be." Giles said before looking at him, "Are you ready?"

"Ready." He replied as he pulled the activation spell for his self-destruct charm from his memories.

"Then let us begin and pray that we make it in time." Ripper said with resolve that impressed him.

_Ripper and Rayne, together again._ He thought as a truly happy grin appeared on his face, _Just like old times._

_**Sunnydale Central Park, Same Time, Zaraki Kenpachi's P.O.V**_

_Tch! It doesn't look like this body I got shoved into is going to last much longer,_ Zaraki thought as he looked across at his foe. _Guess I better finish it this round then!_

Even though no words were spoken, he could tell that his foe, Alucard, was thinking the same thing even if the guy didn't have a scratch on him. He didn't have the senses to tell just how much the guy had left in him to fight but, if this body was about to give out on him, he'd make sure his enemy went home with a scar that wouldn't go away.

"Looks like it's time to wrap things up," he said as he brought his reiatsu up as high as he could manage on the spotj "Let's finish this!"

"Indeed! Try to make your last moments something I'll remember," Alucard said as an unseen energy made his hair flutter about.

With that the charged one another head on with their blades in position to deliver one final slash at the one they'd been fighting for roughly two hours. With force that sent out a shockwave in all directions, their swords impacted upon one another as their respective sources of power tried to dominate each other. For an entire minute his golden energy pushed against the black power of Alucard and, while the ground beneath their feet as well as the trees that surrounded them gave way, they never did. However, when two great forces collided, it was inevitable that sooner or later one of them will weaken even if it was only by a fraction. A fraction, though, was all that was sometimes needed in order to turn a stalemate into the beginnings of defeat and so it was that when his body chose to waver slightly under the strain that Alucard was able to seize victory.

As the loser all he got vertical slash that barely missed his left eye but didn't miss the left side of his body as it cut through in such a way that was sure to leave a scar behind no matter what a healer tried.

To the credit of the body he was stuck in, though, it didn't immediately collapse to the ground after receiving such a serious injury. Still, the fighting was pretty much over for him so, with only a little difficulty, he sheathed the sword he'd been using before, looking his foe right in the eye even as drops of blood began to cloud his vision.

"Looks like you won," he said but, just as he was about to add to that statement, he felt some unseen force pulling him out of the body he'd been fighting in.

He didn't put up a fight because he figured that either he was heading back to Soul Society or being sent someplace else that just might be even more interesting than this. The only thing he'd miss about this place was that he wouldn't find out whose body he was in. It'd held up to channeling his reiatsu pretty good considering it was a mortal body and he could tell as he left that the kid's soul wasn't too badly damaged either.

This impressed him and made him hope that when the punk died he wound up in Soul Society.

It'd be interesting one way or another.

_**The Rooftop of a Building Three Blocks Away, Same Time, Spike's P.O.V**_

"B-B-B-B-**BLOODY HELL!**" William the Bloody exclaimed as he got back on his feet and looked at the two in Sunnydale Central Park.

When he'd left the warehouse where he and Dru had shacked up upon their arrival in Sunnydale, he'd wandered about the town, only applying the bare minimum amount of caution as he walked. However, less than twenty minutes after he'd start looking around for Dru's 'emissary of blood and death', he had felt something change in the town. That was when all hell had broken loose when critters, creatures and characters began to run about that either didn't exist as far as he knew or weren't locals. After a couple of near misses with some people who'd dressed up as wannabe Van Helsings, he'd taken to the rooftops to keep his head above water. From that vantage point he'd been allowed to take in the chaos and, for a time, he'd been amused by what he saw. It didn't last though as two spikes of power yanked his head towards Sunnydale Central Park so fast he almost snapped his own neck. Now he'd been around long enough to be able to pick up on how powerful someone was just by looking at them but what he felt was bloody ridiculous. He knew in which direction the two powerhouses were in and roughly where they were but he couldn't actually see them and that bothered him greatly.

Now while most vampires would be satisfied with this and simply make a run for the city limits, he was a bit smarter than them. He wanted to know who these two heavy hitters were, to see their faces, so that he'd be able to put watchers on the next town he and Dru settled in to let him know when it was time to pack up the tent. So with only a little hesitation he'd set off for the park, using his vampire strength to leap from rooftop to rooftop.

By the time he'd reached a distance of three blocks from the park though, the fight between the two powerful beings had already broken out. Worse than that, one of them was giving off an atmosphere of power that made his inner demon refuse to get any closer. Not only because it was afraid of this power but also because of the strain the energy in the air was placing on the demonic entity just by being in its presence. Nevertheless he was close enough to make out two people, one clad in red while the other was a mix of black and white, and they were going at it right proper like; blade to blade with both giving it their all.

As the battle wore on, though the oppressive energy that had his inner demon straining to keep from being crushed continued to grow but, lucky for him, the infernal spirit within him was just as stubborn as he was. Minutes ago, though, he'd been about ready to pack it in when out of nowhere an explosion of power erupted from behind him knocking him to the ground. He'd been a bit dazed after that for a few moments but he soon recovered, though that wasn't necessarily a good thing. With his mind cleared he was able to conclude that the explosion of power was probably a sign that the spell behind the chaos of the night had come to an end. The reason this was a bad thing was due to the fact that while the power possessed by the two in the park had dropped significantly, it had **not** disappeared. If he had to make a guess he'd say that both warriors had lost about half of their strength and that was assuming that they'd been at their maximum just before the spell had ended.

Whatever the case turned out to be, it was clear to him that it was time to leave Sunnydale immediately, even if the potential cures for Dru that lay elsewhere were less encouraging than the Hellmouth.

Indeed, unless he was mistaken, it even felt like the normal feel of the Hellmouth had been dimmed by a noticeable amount and that meant the blinders that were on the humans would become much less effective in the near future. All in all, Sunnydale was definitely looking less than safe for him an Dru and so he made his way to the edge of the roof, dropped down to street level and took off at a brisk pace for his warehouse.

_Shoulda known better than to come to the Hellmouth!_ He thought as he kept an eye out for anyone else that kept a little something extra from Halloween, _Too much damned craziness, even for me._

_**Sunnydale High School, The Next Morning, Willow's P.O.V**_

_Left: okay! Right: okay! Behind: okay!_ Willow thought as she looked about the hallways. _Looks like no one's here after all even with it being Saturday. Good!_

It was the day following Halloween and while most of the town had forgotten about the chaos unleashed by the spell the previous night, there were still signs. For one thing the entire area around Central Park was cordoned off, supposedly due to a 'gas leak', but she knew in reality that it was probably damage from someone who'd been transformed by the spell last night. Fortunately, based on what she'd seen on the way to the school, it looked like just about everyone who'd been affected by the spell had returned to normal. Naturally she couldn't be sure that **everyone** had returned to normal since she didn't know who'd dressed as what outside of her own group of kids and the Scoobies. What worried her the most was the possibility that some of those who'd been changed might have kept some of the things they'd gained from their costumes when the spell had hit them… like she had.

At first, when she'd suddenly found herself back in her own body, she'd assumed that everything was back to normal. Even while she gathered up as much of her group of kids as she could find to escort back to the high school, nothing had seemed amiss aside from an odd soreness in her chest but she'd just assumed that she'd hit something when the spell kicked in. It hadn't been until just this morning when she'd been going through her normal routine that she'd spotted the first change literally staring her in the face.

Her eyes were had turned a pure golden color.

It wasn't the same color as the eyes that a vampire had when they put their game face on but it definitely wasn't something a normal person had. It had been at that moment, when she'd reflexively checked herself to see what else might have been changed, that she'd realized that the soreness in her chest hadn't gone away even with some sleep. It had been that worry had compelled her to get dressed in a hurry and head for the high school in the hopes that Giles could help her. It had been about halfway there though that she'd picked up on the third of the changes that up until then she hadn't been aware of.

She'd managed to make it more than halfway to school in less than four minutes.

She hadn't even been running all out trying to get to the library.

It'd have been a bit of a stretch to call it running in the first place!

It had been due to that fact that she'd purposefully slowed down and did her best to sneak the rest of the way so as to minimize the chance that someone would spot something odd about her. It had slowed her down but, as far as she knew, no one had gotten a good enough look at her that they'd be able to identify her. Now that she was at the high school, though, it was time to figure out what was going on and if she'd have more than a sore chest to worry about.

Pushing open the library doors, she was a little surprised to find Giles looking right at her as though he'd been expecting her. That was a bit odd considering she'd been doing her best to keep quiet and not attract attention to herself but then she brushed it off thinking he must just have good hearing.

"Giles! You gotta help me!" she exclaimed her worry over the changes in her body rising to the surface.

"Willow? Whatever is the matter?" Giles asked her with concern as well as something… else.

"Well you know how everyone got changed last night because of the spell and then went back to normal when you broke it well I didn't exactly go back to normal I mean I'm not a ghost anymore but well…" she babbled before using her hands to make the Watcher focus on her eyes, "…look!"

It took the older man less than a second to spot gold where there should have been green.

"My word! Have you noticed any other…anomalies?" he asked with raised concern while he looked her over.

"Well there's this soreness that won't go away and then there's the fact that I can run a lot faster than I used to," she replied while trying to recall anything else odd.

"A soreness where, exactly?" he asked after finishing his visual inspection.

"Well… um… it's… I feel sore… right about…" she replied, feeling a little awkward and uncomfortable as she looked down at her chest.

Fortunately Giles quickly picked up on what she was trying to say and, if the polishing of the glasses was any hint, was just as uncomfortable at the answer as she'd been at the question.

"Yes…well…is it…painful?" he asked once he had gotten over his reaction.

Thinking about that for a second she shook her head and replied "No. I mean it's not fun or anything but I don't think it's serious."

"Well…good, but now we must figure out why your transformation was not completely reversed." He said putting his glasses back on.

It looked as though he was about to turn towards the bookshelves when all of a sudden he jerked his head back in the direction of the library doors. Turning to look in the same direction, she tried to figure out what had caught his attention and that was when she felt something odd. That odd something was getting closer by the minute and the only thing she could think of comparing it to was the awesome power she'd felt last night coming from the park except weaker.

Not only weaker but unless she was missing something it felt… at rest, like it was asleep or something.

It was odd because, up until she actually focused and tried to look for the odd something, she hadn't sensed anything. Weird.

An even weirder thing happened a minute later when the doors parted to reveal Buffy, looking slightly concerned but, aside from that, it didn't look like she'd been changed at all by the spell. In her mind that was a good thing because if her friend had wound up keeping **ANY** of the personality traits of Elizabeth Norrington, things were going to become seriously strained between the two of them.

"Giles, something really Hellmouthy happened last night," Buffy said as her eyes locked on Giles. "I changed into my costume and so did a lot of other people. I turned into this noblewoman and she was a real bi—"

It was about then that the Slayer noticed that her Watcher wasn't alone and she could tell precisely when the resident of 1630 Revello Drive spotted her new eyes. At once the blonde tensed up in preparation for a fight but in a burst of inspiration she knew just what to do in order to keep a fight from breaking out. Turning her head and nodding in the direction of the sunlight that was coming in through the windows she hoped Buffy would clue into the fact that she was in fact standing in a patch of sunlight. It was when she saw her friend calm down that she knew the blonde had figured it out and so she decided to put the discussion back in the right direction.

"So did you keep anything from your costume? Like me, I mean?" she asked, hoping that whatever the Slayer kept it was beneficial rather than a pain in the ass.

"Nothing really big, some memories, but I think its messing with my Slayer sense," Buffy replied as a look of concentration came over face. "I mean, I sucked at being able to pick out vamps like Giles always says I should but now I'm sensing people. Ordinary, non-demony people."

_Buffy's sensing people?_ She thought as she recalled how she'd felt the Slayer approach the library, _Is it anything like what I felt?_

"Curious," Giles said, looking like he was thinking about something harder than usual. "There shouldn't **be** any lingering effects. Certainly not to this degree."

"You know what happened?" she asked with a little surprise.

"After a fashion. An… acquaintance of mine from when I was your age thought it would be **amusing** to cast a spell last night which would transform all those wearing enchanted costumes into the beings they were portraying." Giles replied, sounding like he was choosing his words carefully. "There was a bit of… difficulty… but I was able to safely terminate the spell before things got too far out of hand. Or at least I thought I had."

"I don't think the spell is responsible for the changes," came a voice that was familiar but had an undercurrent of something alien to it.

Turning towards the raised area of the library, they saw Angel looking down at them but there were several things that differed from the last time she'd seen him. For one thing his hair was no longer spiky with gel but instead it was longer and messier with a clump of it hanging over his eyes. His posture was also different. Usually he was guarded around the majority of them and only let that guard down when he was alone with Buffy but now he was much more casual and… playful? However it was when Angel raised his head and his hair ceased to block his eyes that she realized the changes she'd been through might be the least of their concerns.

His eyes were **red**.

Blood **red**!

"Angel?" Buffy asked with a little concern in her voice as well as uncertainty.

"It's me, Buffy," Angel replied, sounding a little more normal. "I'm still myself. I've just… been through a few changes."


	3. Adjustments and Bomb Shelters

Disclaimer: I do not own any of the copyrighted material contained herein. They are the rightful property of their creators and associated companies. I make no money out of this whatsoever and have no intention of changing that. I write because it's fun and because there are those that enjoy my work.

_**Twenty Minutes Later, Giles' P.O.V**_

"So you believe that a combination of the spell, the person Xander became last night and the manner in which the spell was terminated is the reason the three of you have retained aspects of your costumes?" Giles asked as he considered the theory Angel had proposed as he led them to his home.

"It's the best theory I've been able to come up with," Angel replied as they approached a plain looking apartment building. "The spell set up the changes, Zaraki Kenpachi's power fed the chaos until it got out of hand and then the end of the spell saturated us with enough chaos energy to make the changes permanent."

"But Buffy and I weren't anywhere near where you two were fighting," Willow stated pointing out a flaw in the crimson-eyed vampire's theory.

"I can only guess that there's something that connected the four of you allowing Kenpachi's power to reach you." Angel, said sounding less than certain about that idea.

Nothing more was said since the mere mention of the name Zaraki Kenpachi reminded them of what Angel had said back in the library to get them all to follow him to his apartment.

Xander had been seriously injured during the time in which the self-proclaimed captain of the 11th division had been in control of his body.

Willow had immediately turned, saying she was going to the hospital but stopped in her tracks when the vampire with a soul told them he had not taken Xander to the hospital. He had been the one to ask why but in response all Angel had done was turn away from them and head for the emergency exit in the back of the library. They'd been a bit put out by this the three of them had follow in pursuit but it hadn't been until they were about halfway there that he'd spoken to them about his reasons. He'd explained that he didn't take Xander to the hospital because the doctors there wouldn't have been able to get within thirty feet of him. According to their demonic ally, Xander had retained some of Zaraki Kenpachi's power and, even when it was not in use as it'd been last night, he was certain it'd be enough to paralyze every normal human that came within range. Buffy had inquired as to what her unofficial boyfriend had meant and the description Angel had given rang a very foreboding bell in his mind.

On oppressive force that made one feel as though the very air they breathed was trying to crush them.

It reminded him of his younger years when he'd been sent to Japan on his first assignment as a fully trained Watcher. It had been his father's idea as a way for him to gain firsthand experience regarding the different breeds of demon that existed in the world. It was also a fairly respectable assignment for a Watcher to receive his first year out of the academy and so he'd been determined impress his father with how he handled it. The assignment at its base was simply to learn as much about the current political climate between the various Japanese demon clans as possible so that the Council would know where the hot zones of conflict would most likely be.

It had been during his second month of investigating Japan that he encountered something that to this day he only a basic understanding of.

If the power that Xander possessed in the aftermath of the Halloween spell was as Angel described, then it would have been useless to take the young man to a hospital.

As they began to walk down the stairs to the basement apartment, he began to feel the edges of a potent force that he'd only caught the periphery of the previous night. It had a different feel to it than he recalled but that was likely because the being who the Harris boy had transformed into was no longer present. Nevertheless, as they continued to descend, he found himself glad that he hadn't thought to remove the protective talismans he'd put on the previous night when his plan had been to persuade the central park combatants to cease their fighting. This increasing force in the air, however, brought with it confirmation of a theory he'd formulated the moment he'd felt Willow approaching the library half an hour ago.

Buffy and Willow were two of sources of strong spiritual energy that he'd detected besides Xander, for that was the only reason he could think of why they looked far less strained then they should be at the moment. From what he had learned during his stay in Japan, only someone possessing strong spiritual energy of their own could withstand being in the presence of someone stronger than them. For the two young women to be enduring what he was finding increasingly difficult could only mean that the spiritual energy they now possessed was considerable indeed. He only prayed that their newfound gifts would be more of a blessing than a curse.

When Angel finally opened the door to his apartment, he almost wished that that it had remained close for, if it had remained shut, he would not have to look upon the sight of the bandaged form upon the bed. While not a passable example of mummification, he could see that Xander had suffered numerous cuts to the torso and arms as well as one particularly nasty laceration over his left eye. It did not look to be deep enough to have damaged the eye itself but he would bet his Watcher's pension that it would leave a visible scar behind.

"Wha-what happened to him?" Willow asked as she disbelievingly walked to the bedside of her oldest friend.

"Both the person I got turned into and Zaraki Kenpachi were almost obsessed with fighting strong opponents. When they found one another last night, it must've been like a dream come true," Angel replied staying near the door. "I'm just glad that as much of a lunatic as Alucard was, he knew what was going on and pulled his punches."

"He could sense what was going on? He knew about the spell?" he asked with some surprise at the revelation.

"Alucard has a lot of experience with magic and, as powerful as he was, I'm not surprised he was able to see the truth." Angel replied watching both Buffy and Willow kneel by the bed. "Still, the only reason he didn't go all out, spell or no spell, was because someone he called his master would more than a little angry with him if he let an innocent die because of him."

It was mind boggling that someone as powerful as Alucard would call anyone master or that that person would be capable of reigning in the vampire's behavior to such a degree. Still, if the being Angel had become was truly as aggressive as implied, then it was likely that the influence of this unknown master was the only reason Xander was still alive. He did not want to even contemplate how terrible it would have been had the young man perished last night and the police visited Buffy and Willow to deliver the bad news.

"How bad is it?" Buffy asked as she turned away from Xander's unconscious form.

"He lost quite a bit of blood from all the cuts. I patched him up as best I could," Angel replied with some softness entering his voice. "The rest is up to him."

Silently he berated the transformed vampire for saying such a depressing thing but, looking at the wounds Xander had suffered, he knew it to be not that far from the truth. He'd seen Watchers in the past suffer similar damage and one of the main reasons they still lived was that they'd received proper medical care soon afterwards. While Angel's medical efforts looked to be fairly competent, only time would tell whether or not it would be sufficient to preserve the young man's life. With that in mind, he decided that he'd say something a bit more positive in order to reassure the two young ladies.

"Then we have nothing to be concerned about. In the time I've come to know him, Xander has never ceased to impress me with his resiliency. With sufficient rest and time, I have no doubt he'll make a full recovery."

This brought optimistic grins to the faces of the two young ladies but, at the same time, they did not move from their positions beside the bed upon which their friend rested.

It was then though that a thought occurred to him that was powerful enough for him to voice the question brewing in his mind.

"Why is he still wearing an eye patch?" he asked noticing what appeared to be a part of the young man's Halloween costume.

"Yeah. We should take it off." Buffy said as she reached to remove the unique eye patch.

In a move that was faster than he could perceive, Angel vanished from his place by the door and reappeared in just the right position to grab Buffy by the wrist, preventing her from reaching its goal.

"I wouldn't do that if I were you." Angel stated with warning in his tone.

"Why?" Willow asked voicing the same question the rest of them had in their head.

"Because when I started to remove it in order to work on his wounds, his power began to rise significantly." Angel replied before removing his hand from the Slayer's wrist. "I think that the eye patch is some kind of seal or limiter for the power he now has. Until he's all healed up and gets a grip on his power, it'd be dangerous to let it all come out."

_A limiter!_ He thought with shock as his mind tried to imagine how strong Xander would become with his power completely unleashed. _Dear Lord!_

_**The Next Day, Afternoon, Angel's Apartment, Xander's P.O.V**_

Pain.

It was almost enough to make him go back to sleep but his desire to find out **why** he hurt was enough to motivate him to climb his way back up to consciousness. It wasn't easy since, along with the pain, was a lingering feeling of fatigue but he was never one to just give up once he'd taken his first step upon his chosen path.

After what seemed like hours he finally opened his eyes and settled into his new location that most called the land of consciousness and life. Looking about, there was one thing he noticed almost immediately and that was the fact that his right eye was being blocked by something. With his right arm he reached up to remove it only to have another hand stop him before it even got halfway.

"Don't, Harris," came a voice that instantly helped him piece together where he was. "Trust me when I say it wouldn't be a good thing if you took the patch off."

"Deadboy? What am I doing in your apartment?" he asked as he turned his head in the direction of the arm restraining his right hand. "It better not be something twisted 'cause I gotta say I don't swing that way."

His tone was teasing and humor filled but that vanished when he finished turning his head and saw a hand literally reaching out of the wall from a mass of darkness in the wall. Out of a mix of surprise and fear he immediately began to scramble away from the hand since it was perfectly logical for someone in the know in Sunnydale to distance themselves from an unknown phenomena. Unfortunately he should have watched where he was scrambling because before he knew it he'd fallen completely off the bed and crashed onto the hard stone floor.

"Dammit!" he gritted out between his teeth as he rode out the potent pain his fall had caused.

It was only after the pain had faded that he opened his eyes and took in the bandages that were wrapped around his right arm. Surprised, he checked the rest of his body and found that while there were a few spots that were damage free most of what he could see was wrapped in white strips straight from a completely stocked First Aid box.

_How did I…?_ he thought before memories of the previous night began to pop up out of the blackness of his mind.

Halloween.

Chaperoning the elementary kids around.

Suddenly finding his mind shoved into the proverbial back seat while someone else took control of his body.

The rest of what happened last night was pretty much reduced to emotions as well as a feeling of…power, if he had to label the overwhelming force he remembered. Given how banged up he was, he must've gotten into a fight with someone and gotten he ass handed to him on a silver platter.

"Actually the guy who had control of your body put up a pretty good fight." Angel said, prompting him to look in the direction of the voice.

What he saw raised many questions since it was distinctly unlike the breed of demon that he remembered Deadboy being to be able to come out of the wall like it was made out of water. He tried to come up with a way to explain this blatant deviation from what he knew but it was only when he saw Angel's red eyes that the most likely possibility popped up.

Angel had been transformed by the Halloween spell.

After that it only took a minute to put together the various clues and when he did he couldn't help but start laughing as he learned Deadboy's…no Red Eye's…secret.

"Y-y-y-you dressed up as **Alucard!**" he asked between laughs at the idea that a real vampire would dress up as a fictional vampire from a Japanese comic book.

He didn't laugh for long though since the physical expression of his amusement caused one of his wounds to sharply protest causing him to hiss in pain. While he still felt like laughing at the sight before him, he was practical enough to know that he'd only hurt himself if he didn't stop and be more mindful of his injuries.

"A good idea, boy," Angel stated as he sat down on his bed. "Alucard might have been careful not to cut you any place important but that doesn't mean you won't bleed out if you pop your stitches."

He was in the process of accepting the vampire's advice when he realized that for the second time Red Eye had responded to something he'd thought rather than said out loud.

"Stay out of my head Red Eye!" he exclaimed angrily as he realized that Angel had kept Alucard's telepathy.

All he got in return was the typically irritating smile that had a bit of Alucard's insanity around the edges. He could only growl at this but after a moment he decided it was best to move along to something more important like what happened and how badly he was beat up.

"So what exactly happened?" he asked while keeping his annoyance under control.

For the next half hour he listened as Red Eye explained how someone G-man used to know had come to town and cast a spell to turn everyone into their costumes. The explanation went onto explain how his costume and Angel's had met up before things devolved into a fight that lasted right up until Giles had shut down the spell. It ended with a brief mention of how Buffy and Willow had kept something of their costumed selves along with some spiritual power. He didn't really have a good idea of what spiritual power was so he just classified it as the same sort of thing as magical power before closing the book on that line of thought.

"Thanks for the info, Red Eye." He said as he got to his feet thankful that the pants of his outfit hadn't been taken off to tend to his injuries, "Now if you don't mind, I got places to be and sunlight to see."

"That wouldn't be a good idea just yet," Angel said before he stood up and walked towards what looked like a half-assed kitchen. "You didn't come out of Halloween unchanged either. I don't know about physically by you've definitely kept some of Zaraki's spirit power. If you walked around town without learning how to muffle it, you'd have people dropping to the ground the second you got close to them."

"Wha…how does that work?" he asked, not sure how having spirit power would cause people to drop to the ground if he got near them.

"The way Giles explained it, people with spiritual energy give off an aura or field of atmospheric pressure called reiatsu, kind of like how fire gives off heat or light." Angel replied as he opened a mini-fridge to get something. "When someone is just casually moving about it usually isn't so bad but when they actually tap into the energy, the strength of the pressure jumps up by quite a bit."

"So I just won't try to use this power I got." He said as though it was obvious what he'd need to do.

"It's not that simple. You've never had this power before and if you're anything like me, you probably won't have more than bits and pieces of information on how to control it." Angel said before tossing a paper bag at him. "If you walk around outside and slip up even once, you could wind up hurting someone by accident. Here. Willow brought by some food earlier just in case you woke up today."

Opening up the bag, he found a burger and some fries from the local Double Meat Palace inside and, when the scent of the food hit him, his stomach growled in response. Deciding not to argue with that part of his body, he immediately began to eat the contents of the bag with vigor that matched the hunger he felt. It didn't take him long to finish it and, while he wasn't completely full, it'd probably be enough to keep his stomach quiet for an hour or so. That, of course, left him wondering what he'd do until then or worse yet how long he'd have to stay at Angel's place. He **so** didn't want to be stuck with Red Eye for a roommate any longer than he absolutely had to.

"Giles is working on some talismans to contain your reiatsu enough for you to walk around outside," Red Eye said as he walked over to the door. "I'll go tell him and the others you're awake."

"I don't suppose you have a TV hidden away down here?" he asked after a quick look about the room turned up nothing to keep him entertained. "Maybe a comic book or two?"

Angel just looked back at him, gave him a weird look, and then grabbed some books off of a shelf before throwing them at him. Catching them a bit awkwardly, it took a minute before he could get a good look at their covers but when he did he saw that right in his hands were several volumes of the Hellsing Manga, the Japanese equivalent of comic books, and while he wasn't a fanatic about that sort of thing, they'd be enough to keep him entertained.

"Thanks." He said with a nod to Angel as the only sign of gratitude he'd be willing to give the vampire.

He received a return nod and with that the now True Nosfuratu left the apartment to meet with the others. It was then that he grabbed one of the manga volumes and opened it to the first page so he could begin reading it. Too bad there was just one little problem with that.

IT WAS ALL WRITTEN IN JAPANESE!

Something that he didn't exactly have a lot of experience reading and he had a feeling that the former Deadboy had probably known the second he'd thrown the books.

"That asshole!" he growled promising to get even with Lord Forehead.

_**Giles' Apartment, Three Days Later, Late Morning, Buffy's P.O.V**_

"How is this supposed to help us again?" Buffy asked as she opened one eye to look at Willow, who was sitting right across from her Indian style.

"By meditating and blocking out everything going on around us, we'll be able to feel the spiritual energy inside of us." Willow replied without opening her eyes at all. "Once we've mastered being able to feel it then Giles will show us how to suppress it."

"Then we can bottle it up enough to get back to the normal craziness of the Hellmouth." She said, finishing what she knew her friend was about to say.

"Exactly." Willow said with a smile.

"Good, because I don't know how much longer my Mom's going to buy the story about me being allowed time off from school to work on a project." She said, remembering the line she'd given her mother to explain why she wasn't going to classes. "Hell, I don't know how long Giles is going to be able to keep Snyder in the dark!"

Ever since Giles had told the two of them about the spirit power they'd gotten thanks to the Halloween spell and Xander he'd had them training to control it. She, of course, had asked why and the answer had made her see the necessity of learning to control it right away. According to Giles, if they didn't learn to control it, it could pop up without them wanting it to and it'd be a lot harder to conceal then her usual Slayer powers. For one thing, it could cause people to collapse to the ground out of nowhere and, in some cases, make it hard for someone to breathe right. Seeing as how she didn't want to get a reputation for people passing out around her, she agreed to the training and was doing her best to do what Giles said she needed to do.

There were only two problems with doing something like this.

The first was the amount of time Giles believed they'd have to put into the training before he thought it'd be safe for them to go to classes like they usually did. He'd put it at a full week with the majority of each day spent learning to control their spirit energy before they'd be able to go back to classes. To make it so that they could do this both, she and Willow had told their parents a story about being allowed to take time off from classes to work on a project that would look good on their school records. Giles, on the other hand, would be keeping the troll Snyder from screwing things up by claiming that the Scooby gang had been called away for a family emergency that had popped up unexpectedly. Naturally the bald little Nazi had made a fuss and demanded to receive written proof that the story was true but Giles had been a bit cryptic as to how he'd managed to overcome that. Still, considering that her Mom hadn't turned half of Sunnydale upside down looking for her and, more importantly, hadn't come knocking at her Watcher's door, it was obviously doing the trick.

Still, judging by how nervous Giles had looked arriving back at his apartment the last two days, it was a tentative thing that could fall apart at any time. Especially since the necklaces he'd given her and Willow could only work for twelve hours continuously before they'd need to be shut down so they could be recharged. Those hours could only be used while they were at home for the night since not coming home would only mess things up with the entire act they were putting on.

The other problem with the training was one **simple** fact: Slayers didn't do sitting still well. They were literally little bundles of energy and, if they weren't hunting demons, then they found other ways to use the energy they had inside of them. For her that meant shopping, clubbing or training with Giles, if she was really desperate for a way to burn up the energy running around inside of her. When you added to that the fact that she generally only needed three to four hours of sleep at most and she had a lot of energy as well as a lot of time to kill. So it didn't come as a surprise that trying to meditate and stay still were a lot harder for her to do than slay the Master last year. Focusing wasn't any easier since, unlike Willow, she had her senses telling her a lot more than what normal humans could detect so ignoring the input her senses were sending her was proving difficult. Still, she would learn to overcome it just as she learned to control her Slayer powers so she could blend in with her classmates at Hemery High School.

Hearing the door to the apartment open up, she turned to see Giles enter just as he had the last few days. Her Watcher had made a point to come home around noon to see how they were doing and to continue work on the bracelets he planned on giving Xander when they were ready. She was about to open her mouth to say hi when she saw the serious and focused look on his face that he usually only had when something really serious was going on. Without acknowledging either her or Willow, he immediately went up the stairs and, judging from the sound of a door closing, had shut himself in his room. This was seriously wiggins worthy behavior and, when she looked at Willow, she could see that the redhead was of a similar opinion.

"What do you think's going on?" Willow asked before glancing at the stairs again.

"I don't know but I doubt it's anything good," she replied, remembering all the times in the past that Giles had been so worried that he'd outright ignored the rest of them.

The unknown reason why Giles had gone up to his room pretty much made training impossible, so she got up from her position and went to the kitchen to get something to eat for lunch. Her senses told her that Willow was of a similar opinion and was following her to the kitchen so, when she opened the fridge, she made sure to take out a few things she knew the redhead liked. Between the two of them it didn't take much time to put together a meal and, once that was done, they sat down in the living room while keeping an ear out for any sign that Giles was about to leave his room.

It wasn't until roughly half an hour later that the British man descended the stairs and the look on his fact had only gotten worse. Now not only did he look like focused on something but it was something that both shock as well as saddened the older man. It was a combination that she'd never seen on Giles' face and didn't like one bit so, like with most things she didn't like, she decided to confront it head on.

"Giles? What's wrong?"

"I've received some rather shocking information," Giles replied as he took his glasses off before putting them on the table next to the chair. "Just before I left the school to come here, I received a phone call from a friend in the Watcher's Council named Diana Dormer. I'd asked her why she'd called but she'd refused to tell me on an unsecure line and insisted I return here and call her back as swiftly as possible. You must understand that Diana is not one to be easily excited or given to overreacting to a situation that is presented to her. Sensing the urgency in her voice, I returned home as she'd asked and have just finished talking with her."

"What did she say?" Willow asked joining the discussion.

"She called to inform me of the death of a Slayer." Giles replied with lingering shock still in his voice.

"What!" she exclaimed at what her Watcher had just told her.

"What do you mean a Slayer died? Buffy's right here." Willow said with confusion and denial in her voice.

"Indeed she is, but as Diana informed me, it would appear that during Buffy's brief period of death after being drowned by the Master a new Slayer was called." Giles explained with a look of gathering his thoughts for them. "Her name was Kendra and she was assigned to an area in Jamaica under the Watcher Sam Zabuto, where demons were particularly numerous. She has recently been slain by a mage that was attempting to call upon an army of evil spirits to do his bidding."

"Did she win? Did she beat this mage?" she asked out of some need to know if the sacrifice of a teenage girl she didn't know had been for a good cause.

"According to Sam Zabuto's official report, she had the battle won up until the final few moments when something disoriented her, allowing the mage to use an arcane mirror to pull out her soul." Giles replied closing his eyes for a moment to focus on blocking out the images that appeared in his mind. "It was only due to the concentration that the mage required to use the mirror that Mr. Zabuto was able to put an arrow through the madman's head. Sadly the mirror broke when the mage fell to the ground, so there was no way to revive Kendra."

"At least they killed the guy in the end." Willow said, trying to point out the positive side of things as always.

However there was one thing Giles wasn't saying and she was afraid to ask him for fear that her suspicions would be confirmed. Nevertheless, she would ask if only to rid her mind of the distraction of not knowing the answer.

"I won't say I'm not wigged out by all this and I know this sounds a bit like disrespecting the dead but what does that have to do with us?"

"It has to do with us Buffy because, according to what Diana told me, Kendra's fight with the mage coincided with the spell cast on Halloween." Giles replied before waiting for her to put the pieces together.

"You mean…because of me…because of what happened to me Halloween night..?" she asked in shock as her mind was so incoherent at the moment that she couldn't completely ask the question.

"It is a strongly supported theory amongst the Council that Slayers are connected to one another spiritually from one generation to the next. We believe that it's this connection that allows each succeeding Slayer to draw on the skills of those that came before her, thus giving them their innate skill with various weapons used in the fight against the demonic." Giles replied, reaching over to pick up his glasses. "Based on that, it is not unfeasible that your sudden endowment with significant spiritual energy could have affected Kendra in some manner."

There it was, the answer to the question she'd been unable to ask completely, and it was just as horrible as she'd thought it would be. Rationally she knew that she was not at fault, that no blame for the death of Kendra could be laid at her feet, but at the same time if it hadn't been for her, Kendra wouldn't have messed up and gotten killed by the mage. Almost of its own will her body began to walk towards the door to the apartment but, before she reached it, she turned to the others in order to make sure they didn't follow her.

"I…I need some time to think. I'll be back…later."

_**Somewhere, Afternoon**_

Looking out of his office window, he couldn't help but marvel at how life could throw a person the occasional curveball every now and then. You could be the most meticulous planner, the ultimate control freak, and everything could still turn sour if one unanticipated element got introduced into a scenario. While he wasn't as obsessed with plans as some of the more extreme beings out there, he did appreciate the benefits a little forethought and a well-constructed plan could bring a man under the right conditions.

One could say that he'd been something of a planner his whole life.

That was why he hadn't appreciated it when, a little over a decade and a half ago, someone had rudely dropped three little bundles of trouble into the middle of his most important plan. He had not been a happy camper that day and had immediately set to work to remove these unwanted variables from his carefully laid plan. It hadn't been until he'd received the results from the preliminary tests on the children that he figured out where they had come from. THAT put a bit of a wrinkle in his plan to simply have them killed or used in one of his upcoming ceremonies that required infant sacrifices. If he killed them, it would only draw unwanted attention from **them** and, given how hard he'd worked to keep his scheme under wraps, that could not be permitted. Thus he'd gone for the next best thing to killing them and that was to bind the elements within each of them that made them a threat to his master plan. It had been difficult and had required that he make a request of some talented individuals from Los Angeles but fortunately they had encountered a similar issue and so working together came easily. One of the four had proven a bit difficult to completely bind but any imperfections that existed were minor enough that he did not see any reason to pursue matters further.

Now, though…now things were different and therefore he could no longer employ such subtle methods of dealing with the four, who were now teenagers.

Hearing the door to his office open, he turned to see his second in command enter with a handful of paperwork in his right hand.

"Ah! Glad to see you made it back safely," he said with a welcoming smile. "I trust your trip bore fruit."

"Indeed, sir. Some of the ingredients were a bit more…expensive…than we'd originally thought, but I got them." Stated his subordinate with a nod.

"Good work! Don't worry about the cost of the ingredients." He said reassuringly since he truly didn't mind spending a bit more for what he needed.

"I've had all of them moved to the location you specified," Replied the younger man in front of him. "The ones involved with the delivery will… will be dealt with by local talent once they've completed their task."

"Good! And our experts have confirmed when the Hellmouth will return to normal?" he asked in order to be sure that the last important detail was taken care of.

"Yes sir. Based on current projections, the changes in the environment caused by the chaos spell will have fully dissipated by the end of the school year." Replied his second in command before offering him the written report from the experts.

Skimming through each sheet of paper while paying special attention to certain areas, he found that his own knowledge of that area of mysticism agreed with what the experts had told his subordinate. With a smile and a nod he handed the pieces of paper back to the man before him and then moved to a nearby cabinet, opening it to retrieve something from within. It was a slightly worn-looking skull and, without hesitation, he removed the top before removing the lid and partaking of what lay within.

After all, he deserved a reward for devising the perfect way of dealing with his four problems.

_**Sunnydale High School, Student Lounge, Five Days Later, Noon, Willow's P.O.V**_

"Is it getting any easier, Xander?" Willow asked her best friend as the three of them sat down on one of the couches in the Student Lounge.

"A bit. I still gotta watch myself, though," Xander replied with that lingering look of concentration in them. "Even with Giles' magic arm braces, some energy still seeps out if someone breaks my concentration."

"Then we just have to train you harder." Buffy said reassuringly with a grin.

"And I won't be alone because you'll be right there with me, Buff'." Xander said with his usual smile.

"What do you mean? My spirit control's fine." Buffy said, looking confused as to why she'd need to train more.

"Oh, really? Then everyone in history class yesterday looked like they were going to drop for no reason?" he asked while making it clear he already knew the answer.

"You can't blame me for that! Mr. Morrison was tap dancing on my last nerve like he was auditioning for Riverdance!" Buffy said defensively at the incident in which her spirit energy had slipped from her control.

"He was just asking you some basic questions on what we'd covered so far this year." She pointed out, believing that the questions were rather easy.

"Your point being?" Buffy asked, sounding like she thought the questions had been super tough.

"My point is Mr. Morrison wasn't wrong in thinking you should have been able to answer them." She replied to her friend, referring to how the teacher had voiced his disappointment in the blonde's responses.

"Do you know how much free time I have? Very little!" Buffy declared angrily as she crossed her arms over her chest. "Between school, spending time with Mom and… doing you-know-what at night, I have at best a couple of hours a **week** to myself. Do you really think I'm going to waste my time studying stuff I'm probably never going to use? Not happening!"

"Maybe if you bribe her with a cookie and a glass of apple juice, she might be willing to study harder." Came a voice from behind them that caused all three Scoobies to turn towards the source. "Then again, maybe she's over that phase."

"Ford?" Buffy asked in surprise as she got to her feet.

Looking at the guy, she could tell that he was about their age with black hair wearing a white t-shirt with an orange tank top on top of it. Also judging from how two seconds later the two were hugging like they were old friends, she felt it was safe to say that they knew each other. She was instantly interested in this new person since he'd known Buffy from before she came to Sunnydale and that was a time that the Slayer hadn't really talked about much.

"Oh, my God! What are you doing here?" Buffy asked after the hugging was over with.

"Uh, matriculating." Ford replied with a smile.

"Huh?" Buffy asked obviously not knowing the meaning of the word.

Considering the blonde Slayer's tendency to massacre words and names, this didn't surprise her all that much. Sometimes she thought that the only reason the Summers girl did so was because it was impossible for her to say the words or names correctly. Then she remembered what Buffy could do as the Slayer both in terms of kicking ass and insulting the demons in the middle of a fight. No one who could do that could possibly lack the brainpower needed to speak every word in the English language competently.

"I'm finishing out my senior year at Sunnydale High. Dad got transferred." Ford replied looking like he was happy to be here.

"This is great!" Buffy exclaimed overjoyed that her old friend would be going to classes with her.

"I'm glad you think so." Ford said, turning down his own happiness a bit since the moment had passed. "I didn't think you'd remember me."

"Remember you? Duh! We only went to school together for seven years. You were my fifth grade crush." Buffy declared making it clear she remembered him well.

"So! You two know each other?" Xander said from his spot beside her on the couch with a bit of anger in his voice.

_Typical. A new guy comes along causing Buffy to give him lots of attention and Xander's jealousy engine starts revving up. Even though Buffy's made it clear she doesn't think of him that way!_ She thought fighting the urge to roll her eyes. _Why can't he see that there's someone ready, willing and able to be his girlfriend sitting right next to him!_

It almost made her wish that her real body had turned in her ghost body from Halloween just like how Angel had changed into Alucard. While Giles had been off dealing with the shop owner responsible, she and Cordelia had basically lounged around the library waiting for things to go back to normal. During that time she'd decided to re-examine how the spell had changed her since she was in a place of safety and had been given time to cope with the weirdness. The first thing she did was ask Cordelia for a mirror since there was only so much of her body she could see with her own eyes but she soon found out that, while she was solid enough to be hit and do some hitting, she had no reflection. She'd been annoyed at being denied the easiest way to check herself out but had accepted it and moved on. When she'd looked down at her body, one of the most glaring differences had been, well, a substantially larger bosom that, while not quite as big as Cordy's, was definitely more than she remembered having yesterday. She'd resisted the urge to poke them to find out if they were real and, thankfully, didn't have to resist for long as Cordelia in her usual tactless manner asked her what she was supposed to be.

It had been a burst of inspiration that had caused her to act dumb and ask 'what do you mean?'

Then, just like she'd planned, the self-proclaimed queen of Sunnydale High School began to rattle off the faults of her entire appearance. Most of it she'd already known, such as her dark skin and purple-ish hair, but it was near the end of the socialite's ranting something was mentioned that she hadn't seen coming.

Gold eyes or, more precisely, gold irises had replaced her normal green irises.

Normally that wouldn't have been a concern for her but, after the spell ended and she went home, she found out something rather shocking the next morning. The golden irises had become a part of her **real** body! It had freaked her out a bit at first but, after a bit of time, she began to think of it as a way of making her look more exotic and maybe sexy. It almost made her wish that she'd kept more of her Halloween ghost-self's physical characteristics since it just might be enough to make Xander see her as something other than 'one of the guys'.

"Oh!" Buffy exclaimed, as if realizing her friends were there. "I'm sorry. Um, this is Ford! Uh, Billy Fordham, this is Xander and Willow!"

With that the newcomer and Buffy sat down then after exchanging some pleasantries and she began to hear about the first girl who was her friend back when the blonde lived in LA. It was amusing hearing about a side of her friend that she hadn't known about, especially the few embarrassing moments that Ford let slip, much her Buffy's mock outrage. By the end of the little preview of 'L.A Buffy', Ford had been invited to hang out with them at The Bronze that evening and the newcomer had gladly agreed. Personally she didn't care one way or the other but Xander was still acting all jealous and it was probably mere chance that his feelings weren't causing his spiritual energy to leak out. She had to grin a bit at that since it meant that his control was improving to the point where he could get a little angry and cause everyone around him to drop to the ground.

Now if she could just get him to stop being jealous at every male who paid the least bit of attention to Buffy then maybe she could begin making changes that benefitted both of them.

_**Late That Night, Residential District, Angel's P.O.V**_

_I hope that Willow can do what I need her to do._ Angel thought as he made his way the redhead's location.

_She is a competent hacker and has a sharp mind._ Came the voice of his 'Master' telepathically through their link. _The school's database will not be hard for her to get into, nor will following Mr. Fordham's paper trail._

_I still don't see why you don't just tell them what __**you**__ found out._ He thought back to his Master with a bit of annoyance. _It would be quicker._

_They do not know the __**true**__ me. They know only the personae I've assumed in order to accomplish my mission._ His Master thought back in reply to his suggestion. _If I were to come forward now with the information I've collected since you notified me of Fordham's arrival in Sunnydale, they would demand to know how I acquired it, as well as why I was looking for it in the first place. I am not prepared to answer those questions just yet._

_Fine. _He thought reluctantly as he saw his Master's point of view. _Just so you know, though, when the time comes for them to learn the truth, I'm dumping all the blame on you._

_I would expect nothing less from you, __**vampire**__._ Thought his Master before the presence left his mind entirely.

He didn't exactly like his Master's choice to remain secret from Buffy and the others but he could understand her reasons. Coming forward would mean revealing secrets and some people tended to react badly when someone they knew revealed such secrets because they sometimes saw it as a form of betrayal. That feeling of betrayal would make the Slayer reject anything said, especially if it put an old friend like Fordham in a bad light. However, if he pointed Willow in the right direction, which was his intention, then the blonde would be more likely to accept the fact that her friend wasn't what he appeared to be. Once that was done, an end could be put to the fools who would surrender their very souls to become pieces of trash.

That line of thought made him stop to think for a moment as he realized a piece Alucard left behind had chosen to manifest influencing his view of the breed of vampire that lurked in Sunnydale. In truth, though, now that he was a completely new breed (or at least new to this reality) of vampire, he couldn't help but agree that what he used to be wasn't much better than trash. Vampires of the demonic variety that roamed across the world sickened him with the way that they gorged themselves on base pleasures while they destroyed everything they touched. Even those that gathered into groups only did so in order to use the strength they attained from such gatherings to descend even deeper into debauchery. They had no true culture to call their own, nothing to truly be proud of, and were even looked down upon by the other breeds of demon that existed on Earth.

Not that the demons were much better. Some might be more organized and have a greater reach than any vampire clan but they still lived only to create pain, death and darkness.

He would tolerate none of them.

He would **kill** all of them.

Perhaps then he would be worthy of the title No Life King.

Hopping over the fence into the Rosenberg's back yard, he looked up at where he knew Willow's room was and was glad to see that the redhead was still up. Not that that'd stop him from doing what he came here to do but it'd limit the opportunities for mischief that his new sense of humor could take advantage of. Indeed, since he'd become True Nosfuratu and had his human soul locked in place rather than the demon spirit of Angelus, he'd found his mood had improved significantly. While he was still a vampire, he wasn't as limited anymore as he had been as a member of the lower breed, nor did he feel as… connected to the terrible things he'd done in the past as he had pre-Halloween. He'd chosen to take it as the fresh start it appeared to be and it was a second chance he refused to squander in any way whatsoever.

_Now, how am I going to get up there?_ He thought to himself as he looked about the back yard.

With the power he now possessed, levitating wasn't out of the question, nor was simply ghosting right through the walls, but in the end he decided that that would be a bit distracting for the girl. Even though he had no doubt that Willow had already done thorough research on exactly who Alucard was and what he could do, nothing quite prepared a person when it came to seeing something in person. So instead he'd climb up the tree that had branches long enough to allow him to reach the girl's bedroom window. With little, if any, effort, he scaled the towering mass of wood and within moments he was outside the window just beyond the reach of the light coming from within. Using a little bit of telekinesis, he knocked on her window in order to get her attention and, just like he'd hoped, Willow soon appeared to open it for him.

"Angel! W-what're you doing here?" Willow asked a bit surprised by his arrival.

"I needed to have a word with you." He replied repressing the impulse to say it in a manner that would give the teenage girl the wrong idea.

"About what?" she asked before stepping aside to allow him entry.

Once upon a time he would have required that she verbally invite him in but, as their group had learned in the last few days, True Nosfuratu don't require such a thing in order to enter someone's home. Needless to say, the Watcher hadn't been thrilled about the revelation.

"I need you to track someone down on your computer." He replied as he looked at her through the crimson tinted glasses he found himself wearing more and more.

"Alright. Won't be a problem thanks to some tricks I learned from a friend." She said as she sat down in front of her computer.

"I want to find everything I can about this person. Records, affiliates and any recent changes made to them." He said, elaborating on what precisely he wished the young genius to do. "I'm afraid I don't know how to narrow it down any more than that but I'll know if we're on the right track after we dig past the surface."

"I'm going to need something to start with. A name would be a good place to start." She said as she began to get everything set up on her computer.

"Billy Fordham." He said, hoping that she'd take the bait like he wanted.

"Um, Angel? Don't take this the wrong way but…" Willow said with hesitation, even though he already knew what was going through her head.

"You think I'm jealous of how close they were at the Bronze earlier." He said as a statement of fact and with a little bit of jealousy in order to sell the act.

He was a little jealous, of course, but that wasn't the chief driving factor in his actions at the moment. With the doors that had opened upon his transformation into a True Nosfuratu, the possibility of taking Buffy as his childe one day like Alucard had Seras appealed to him. The only thing that stood in his way though was the fact that he was still in the process of understanding all of the changes he'd undergone as well as the left over memories he'd inherited from Alucard. Until he achieved a better understanding of his new existence, it would be irresponsible to try and sire another of his kind, no matter how tempting it might be.

Plus he had a feeling his Master already knew he'd been considering it and would instantly take action if he chose to act on his desire.

Therefore it was in his best interests to wait.

This wasn't a problem for him since he had all the time in the world.

An opportunity would present itself soon enough and, until it did, he had plenty to keep himself entertained.

_**Walking Down an Alleyway, The Next Night, Xander's P.O.V**_

"So the place you tracked Ford's paperwork to is down here?" Xander asked, keeping his eyes on the sign that was getting bigger as he got closer.

"The only thing I could track down locally was this address." Willow replied as the three of them walked towards the entrance ahead. "The Sunset Club. Still didn't find anything incriminating."

"He leaves no paper trail and no records," Red Eye, aka Angel, stated with a suspicious look. "If he were some sort of black ops agent that might be understandable but this is a high school student. That makes it suspicious enough."

"As much as my mind wants to implode for saying it, I'm with Red Eye on this one." he said, not liking what he'd heard so far, nor what conclusions his mind was coming to.

"Must you call me that?" Angel asked, sounding a little annoyed.

"Yep!" he said with a smile that made it clear he enjoyed annoying the vampire.

Finally reaching the door that would lead to the interior of the club he reached out and knocked once, since it was obvious that they'd have to be let in given that there was no door handle on the door. It wasn't long before a part of the door at roughly eye level slid aside to reveal eyes that likely belonged to the person responsible for controlling who entered the club. In that sort of situation there was only one thing he could do.

He just hoped that there wasn't some sort of freaky password or else they'd have to use more… aggressive tactics to get inside.

"We're friends of Ford's." he said hoping that a fictional tie to the person they were investigating would be enough to get them inside.

As the doorman nodded and unlocked the door, he let out an internal sigh of relief that Buffy's old friend hadn't thought up something more complicated. It didn't take them long to make it down to where everyone else was and, at first glance, it looked like your average teenage hang out. Looking a bit deeper, though, he began to see a trend where clothes were concerned that gave him a sinking feeling about what the theme of the place was.

"Boy, we blend right in." Willow said with a bit of sarcasm at the fact that their relatively bright clothing clashed with the darker clothing of the other patrons.

"In no way do we stick out like sore thumbs," he said in perfect deadpan, agreeing with his oldest friend in her appraisal of things.

"We should split up and look around." Angel said before moving towards a thick crowd of teenagers. "You two can check the downstairs."

With those words the man whose trench coat had changed from black to a dark red vanished into the crowd, making it so that the only way he could be located was by reaching out with their infant spiritual senses to detect the power he possessed. A little annoyed that the True Nosfuratu was still employing the 'mysterious stranger' tactics he'd favored when he was a normal vampire, he turned away from the direction that Angel had gone and instead escorted Willow down the stairs. As they moved about the crowd, more and more clues began to pop up to show them what the favorite topic of discussion was amongst long time customers of the Sunset Club. It was when he passed a man dressed like Dracula standing in a half-assed black coffin that the final piece fell into place.

"Are you noticing the same theme I am here?" he asked Willow just loud enough for her to hear him.

"As in 'Vampires! Yay'?" Willow asked with mock enthusiasm.

"That'd be the one." He replied in a tone that implied much about his opinion of the average IQ of the people around him.

"You guys are newbies. I can tell," came a light and friendly voice from behind him and Willow.

Jumping a little bit, he wished he was a little better at the whole sensing people's spirit energy so that no one could sneak up on him like that. Once they'd finished G-Man's basic training lessons, he'd started them on learning how to sense the energy in others and, much to his dismay, Buffy as well as Willow were having a much easier time then him. Giles has theorized that it might be because he had so much spiritual energy that some of it was pouring out of him and muffling his ability to sense the spiritual energy of others. The Watcher wasn't certain if that problem would ever go away completely but the older man had been optimistic that at the very least he'd be able to cut the interference in half one day.

He planned on surprising Giles by reducing it by two thirds but, for the moment, he'd simply have to deal with his inferior sensing abilities.

"Oh, no. We come here all the time." Willow stated quite possibly speaking the most obvious lie he'd ever seen.

His bestest bud Willow had many a talent that often left him envious of her but, unfortunately, lying was not one of them.

"Don't be ashamed! It's cool that you're open to it." The blonde girl said trying to put them at ease. "We welcome anyone who's interested in the Lonely Ones."

It was about then that he sensed Red Eye coming up behind him but he didn't place much importance on that as a small flame of anger began to grow inside of him.

"The Lonely Ones?" Willow asked not quite getting the reference.

"She means vampires, dear Willow." Angel said, sounding dangerously humorous.

"Oh! We usually call them the nasty, pointy, bitey ones." He said with a bit of his anger slipping into his voice.

"So many people have that misconception. But they who walk with the night are not interested in harming anyone," spoke the obvious vampire fan girl with amusement. "They are creatures above us. Exalted."

_Stupid __**bitch**__!_ He thought as his anger continued to rise up at the very thought of someone all but worshiping the monsters that killed Jesse.

Before he'd met Buffy, he'd heard of and even once been forced to watch those sappy vampire romance movies that had girls swooning with every cliché that they saw. Back then he'd just turned away from them because they were too lovey dovey or reminded him of his own lack of cool but now… now that he knew the truth those movies disgusted him. Looking around him and seeing all the teenagers gorging themselves on pure fantasy, he almost felt like leaving them to their eventual fate of being food for the local vampires. After all, it was only a matter of time before one of the morons dressed in black ran into one of the local undead and made a deal. Then the slaughter would occur when these jackasses gave themselves up to be food, thinking that they'd be turned and, even if a few did become vampires, the original human soul would be gone only to be replaced with a demon spirit. He was about to tell off this girl and shatter her delusions if only because then she might stand a chance but Angel beat him to the punch.

"You, young lady, are nothing short of an idiot." Red Eye declared bluntly with a small grin that almost exposed his fangs.

"You don't have to be so confrontational about it. Other viewpoints than yours may be valid, you know." the blonde said, sounding as though she was angry at such a narrow viewpoint.

"Yeah, but the thing you don't seem to be grasping is that there are viewpoints and then there's the truth," he said, unable to keep silent and listen to the fan girl's nonsense a moment longer. "The truth, you dumb blonde, is that vampires are evil and inhuman creatures who look at people like you and see nothing but Happy Meals with legs."

He'd thought that verbally venting his anger might weaken it enough that he'd be able to contain it but instead it only fed the fire inside of him.

"All those movies, all those books and all those stories you seem to like so much are nothing put a pile of bullshit made up by companies to get your money." he said, barely aware that his voice was rising in volume. "After all, it's not like they'd make half as much if they tried selling the truth but then I think you've already made it clear that the **truth** isn't something you're interested in."

"That's enough, Xander." Came Angel's voice while at the same time a restraining hand came down on his shoulder.

Turning his head, he was about to tell Red Eye to back off when his eyes took in the scene around him. The scene that was almost everyone on the lower level trembling, as if being affected by some unseen force, except for Willow and Angel. It was then that he realized what was going on and immediately he followed the instructions Giles had given him and reigned in the effects of his spiritual energy. Almost at once the blonde in front of them dropped to her knees and the others that had been affected likewise did their best to recover from the pressure that had been placed upon them.

"I think we'd better go," Willow said as a few people somehow managed to figure out that Xander was responsible for what had just happened.

"Yeah. Let's go," he said, a bit annoyed with himself for ruining their little undercover operation before it was finished.

With that they left the club as casually as they could but also as quickly as they could so as not to allow things to get any worse. Once they were outside, though, it was time to evaluate what they'd learned so far and he decided to sum up what they were all thinking right off the bat.

"Is anyone else curious why Ford, the bestest friend of the Slayer, is hanging out with a bunch of vamp wannabes?" he asked rhetorically since he was pretty sure both Red Eye and Willow were asking themselves the same question.

"I can think of a few possibilities." Angel said, looking back at the Sunset Club with disgust.

"And I bet like mine, none of them are good." He growled, not sounding anymore pleased at the possibilities his mind was coming up with.

_**Sunnydale High School, One Hour Later, Entering the Library, Buffy's P.O.V**_

"Sorry to call you guys in the middle of…" Buffy said before quickly editing out that the two had been on a date, "…stuff, but it seemed really weird."

"No, you did the right thing. Absolutely." Giles said as he walked alongside Ms. Calendar into the library.

With a little too much enthusiasm as far as her ears were concerned and, based on what the computer teacher said next, she wasn't the only one.

"You hated it that much?" asked Jenny in a tone that implied grave consequences if the British man spoke poorly in the next few moments.

"No! But, but, uh, vampires wielding proper weapons is, could have implications. Very, very grave..." Giles replied trying to make it sound as though it the potential Hellmouthness that made him speak so.

"You coulda just said something." Jenny replied, obviously not buying the excuse.

"Uh, honestly, I, I've always, I've always been interested in, in, uh, monster trucks." Giles sputtered out, obviously realizing he was losing ground.

"You took him to a monster truck rally?" she asked in surprise since it definitely wouldn't have been one of her guesses of places where their date would have been.

"I thought it would be a change!" Ms. Calendar exclaimed in defense of her choice of activity.

"It was a change." Giles stated simply, as if thinking that there was no point in hiding his true feelings at this point.

"Look, we could've just left." stated the female faculty member with a little more anger.

"Wha-what, and miss the nitro-burning funny cars? No, couldn't have that." Giles stated with a bit of snippiness in his voice.

_This is going to get messy!_ She thought as she saw the rising anger going on between the two adults. _Better switch topics quick or be stuck watching a re-enact of Mom's soaps for the next hour._

"Okay, can we get back on the vampire tip here? Looks like the fang faces have started getting their acts together since Spike hasn't come back." She said, referring to the trend they'd noticed since Halloween.

She hadn't picked up on it the first few nights that she'd gone on patrol after Halloween but that could have been because she'd been so focused on keeping her spirit power under control. However, when some vamp lady she'd never seen before showed up with a couple of Spike's flunkies as her own personal minions, her curiosity had been piqued. It had been then that she'd found out that the Billy Idol impersonator had laid down some serious rubber driving out of town Halloween night. She'd fished for more information but, by that point, the vamp bitch that had taken over as top vamp in Sunnydale had gotten pissed at being ignored and ordered the fighting to begin. She'd dusted most of the minions but the lady vampire had gotten away and, according to Ford, he hadn't seen where she'd gone. She hadn't let it bother her at the time and up until earlier tonight on patrol she'd been content to dust minions like she usually did but then something had to change.

The vamps started to use weapons.

While it wasn't entirely unheard of for vamps to use something other than their fists against her, it usually didn't go past pipes and baseball bats. However tonight they'd come at her with swords and spiked maces and showing more skill in their use then she'd come to expect from them. She'd still managed to dust them by getting them to hit each other rather than her but it was worrying her, especially if this grew into a serious fad with the fang faces. Ford, who'd come out on patrol with her after his big reveal that he knew she was the Slayer, had done the smart thing and hid when the fighting had begun. He'd even made a joke about the threats the minions had made and, while they hadn't been complete winners, she'd smiled nonetheless.

However her concern over sudden change from hand-to-hand to weapons had worried her enough to prompt her to call Giles even though the man had been on a date with Ms. Calendar.

"Yes, well, as you know while rare it is not unheard of for vampires to employ weaponry. Usually, though, it implies that they're part of an organized group or cult," Giles said, turning his focus towards the issue at hand. "Were they wearing any identifying symbols? Was there anything about their weaponry that connected them?"

"Nope. Pretty much wore normal vamp clothes and their weapons looked like they came from 'Deadly Metal' catalogue," she replied after recalling the relevant facts from the fight. "Didn't look like they went crypt shopping either. All of their weapons were shiny and new."

"Odd. That would imply that the female vampire you encountered has resources to draw on, which is unusual since, in most cases, a vampire loses all of the finances they had as humans." Giles said as he took on a contemplative look.

"Couldn't they just steal from people to get the money?" she asked, thinking it'd be rather easy for a vampire to steal what they needed.

"Yes, but not very easily. As you know without an invitation vampires cannot entire a private residence and, while they could take what valuables their victims had in their possession, it wouldn't be much." Giles replied as he took his glasses off to clean them a bit. "Most people in today's world have learned of the hazards of carrying too much money on them. It would take a few years, especially if they wished the weapons made specifically for them rather than pre-made versions."

"Exactly how much would it cost to make a sword?" she asked, genuinely curious about what the price tag was on the weapons she used.

"Well, um, it varies from sword to sword but as an example, a katana fit for actual combat would cost you at minimum $2000." Giles replied before putting his glasses back on.

Her eyes widened as she mentally calculated just how many quality shoes she could get with that much money and her surprise only increased when she realized the likely total cost of weapons being used by the she-vamp's minions.

"I'll make some inquiries with several manufacturers that do this sort of work," Giles said, pushing his glasses a little further up his nose. "If anyone has been making sizeable purchases of melee weaponry within the last few weeks, they should be able to tell me the details."

"Good! Then I'll just—" she said as she prepared to leave before they broke out the dusty old books.

"Sit down and help us make sure this lady vampire of yours hasn't made a name for us somewhere else." Jenny Calendar said, interrupting the blonde before she could finish.

"What? But I'm no good at research. Half the books I can't even read!" she protested, not wanting to get stuck reading for the rest of the night.

"I'm sure that Rupert can find you a few books written in a version of English that you can understand," stated the computer teacher with a slight edge in her tone.

"This is payback for ruining your date, isn't it?" she asked, catching onto what was most likely going on in the dark haired woman's head.

"Of course not! After all, Rupert clearly didn't care for the monster truck rally, so our **date** was already ruined." Calendar replied with mock innocence while sparing a second to glare at Giles. "Besides, maybe if you spend more time reading your Watcher's books, it'll become an acquired taste you'll come to like."

"Indeed, Buffy. When I first began training as a Watcher, I will admit to feeling some… disinterest in the books my father provided me with at first." Giles said, obviously trying to atone for his poor reaction to the date location. "However, after a year or so, I found myself growing quite interested in the knowledge each volume contained. Perhaps you'll acquire an interest as well. Personally I blame the American education system for not inspiring more academic interest in their students."

Seeing both of the adults had made up their minds, she briefly entertained the idea of making a break for it before deciding that it'd just make things worse for her tomorrow. With a sigh she walked over to the main library table and sat down.

"Fine. But if I wind up falling asleep and drooling on your precious books, remember that it's all your fault," she said, crossing her arms in a clear show that she was doing this under protest.

_**The Streets of Sunnydale, The Next Day, Heading Towards the Sunset Club, 5:00pm, **_

_**Willow's P.O.V**_

"Are you sure we should be doing this?" Willow asked as she followed Xander towards the vampire club they'd visited the night before.

"Buffy leaves school before afternoon classes are over and right after we let her know we've been looking into her buddy Ford behind her back." Xander said, adjusting the strap on the bag holding the weapons they'd 'borrowed' from Giles' armory. "Doesn't take a genius to figure out she went to call him on all the bullshit he's been feeding her and somehow got caught. That means we gotta rescue her."

"Shouldn't we have told Giles? Let him know what's going on?" she asked as she peripherally kept track of the fact that they were following the same route they'd used last night.

"He was in a staff meeting with Snyder," Xander pointed out as they turned a corner. "Do you really think we could come up a reason to get him out of it that the tiny dictator would actually believe?"

"No," she replied, admitting that anything they could come up with on such short notice wouldn't be enough to fool Snyder.

"Then that means it's up to us," he said as he turned the final corner that would take them into the alleyway that held the Sunset Club about halfway down. "On the plus side, it's only been a couple of minutes since the sun went down so the vamps are probably just leaving their hideout. Assuming they hang out in the warehouse district like we figured Spike did before running outta town, we have at least twenty minutes to get this done. Piece of cake!"

Indeed it did sound easy since the only people they'd have to deal with in a few minutes were a bunch of vampire wannabes that probably didn't know how to fight at all. If they were anything like the teenagers she went to school with, then just shoving sharp weapons in their faces would be enough to get them to back off like vamps with a cross staring them in the face. Once they'd cleared a path for Buffy, they'd leave and the whole 'exchange Buffy for being turned' plan would be over with leaving Ford to face whatever vampire he'd made a deal with.

That was what Xander wanted to do anyway.

As far as she was concerned, though, she was going to try to convince as many of the people in the club as she could to leave before the vampires arrived. She didn't know how many she'd be able to get out but she had to try. The Scoobies were the good guys and good guys always did everything they could to save innocent people. That's what Ford and the other vampire fans were at the moment because, strictly speaking, they hadn't done anything wrong aside from tricking Buffy. That just earned them a strict talking to after everything was settled.

It didn't mean that they deserved to die.

Not even Ford.

She hadn't managed to get too much further in her computer search for the newcomer's but what she had managed to uncover since last night had indicated that Ford had used up quite a bit of his own savings on this scam. His parents hadn't called the police to report him as missing yet but that probably wouldn't be too much longer in coming. If they could just tie the teenager up and then hand him over to the police, once the missing person report came out then they'd take him back to Los Angeles. Hopefully once the guy was back in his parents' care everything would get better for him and for the Scoobies.

A few minutes later they were outside the door and, without too much care, Xander dropped the bag and immediately pulled out a sword from the bag he'd been carrying before passing her a spiked mace. They already had crosses and stakes stuck into their pocks but they'd both agreed that big sharp pieces of metal would make more of an impression with the undead obsessed teens. Once they were sufficiently armed, Xander moved forward and tested the doorknob most likely to see if it was unlocked or if they'd have to be let in by the doorman.

A bit to her surprise the door was unlocked but, after a quick look passed between herself and Xander, neither of them decided to look a gift horse in the mouth. What exactly did that saying mean anyway? If you got a horse, a real one, as a gift, what would be the point of looking into its mouth? Was it some sort of vague reference to the wooden horse that the Greeks used to break into the city of Troy? If so, wouldn't it be more accurate to say 'look a wooden horse in the mouth'? Before she could get much further into her inner debate, Xander shook her with a look in his eye that said she should focus on the present and leave her questions for later. Nodding to indicate that she'd do that, they then proceeded quietly into the club while keeping an eye out for any of the patrons since that'd result in the alarm being raised. However, as time passed and they got closer to where the main area of the club was, she began to feel some concern at the complete lack of people.

"This is a little too easy, isn't it?" Xander asked as they arrived at the oddly closed metal door that had the main area of the club on the other side.

"A little," she agreed with her friend's statement.

"We should probably pick up the pace before Murphy shows up with his big surprise." Xander said as he grabbed a hold of the doorknob in preparation to turn it.

"Yeah," she agreed as she brought up her mace in what she hoped was an intimidating position.

With a twisting and a push the door in front of them opened to reveal the club with the majority of the patrons on the lower level with only the airhead blonde that they'd spoken to last night halfway up the stairs. The surprise on their faces was obvious and no doubt they'd been expecting the vamps Ford had made a deal with but that didn't matter. All that mattered was getting Buffy and as many people as they could out of the club itself in the time they had left.

"Sorry we're late! Our invitations to this party must've gotten lost in the mail." Xander said as he lightly rested his sword on his shoulder.

"No worries because this party is over." Buffy said as she got up off of the floor on the lower level before moving to join them.

"This party isn't over until I say it's over!" Ford said moving to block the blonde Slayer from starting up the stairs.

"Really? Then get ready to turn out the lights." Buffy said before delivering a solid right hook to Ford's jaw, sending him straight to unconsciousness, "This party is **SO** over!"

With that the Slayer marched up the stairs, past the blonde vamp fan, until she was standing right next to them.

"You think that you're going to get 'blessed' tonight? That the vampires Ford made a deal with are going to turn a group of complete strangers into undead monsters like them?" the daughter of Joyce Summers snarled as she looked down on the club patrons. "You're nothing but food to them! Toys for their amusement! And when they're done with you, you'll be lucky if they decide to keep one of your finger bones as a toothpick!"

"Ew!" she had to exclaim in disgust at the mental image Buffy had just described.

"You don't know that! They're not evil, they're ascended beings, and they will take us to a place beyond imagining." Spoke some guy in a Dracula outfit who looked pathetic even to her.

"Ya know, he's got a point there Buffy." Xander said, sounding oddly considering of the idiot's words.

This, of course, made the guy in the vampire outfit look a little smug.

"It'd be kind of hard to imagine anything when you've been dusted or turned into a bucket full of bones," Xander stated with his usual lopsided smile. "After all, you wouldn't have anything to imagine with either way."

"You got a point there, Xan," Buffy stated, nodding in agreement as though they'd been debating how they get the caramel in a Caramilk bar.

"You just don't understand," the blonde said, sounding like she was trying to put up a brave front.

"You're wrong. I understand vampires all too well," Buffy said, staring the girl in the dress right in the eyes. "I know because I'm the Slayer and it's my job to fight vampires from now until the day I die. I've been the Slayer for almost three years now. So I know what I'm talking about. It's you that doesn't have a clue."

Looking about the room, she could see that while the people below were less sure of themselves than before they were still clinging to the belief that giving themselves to the coming vampires was a good thing. Not able to come up anything that would appeal to their better nature, she decided to take a different course of action.

"It's no use, Buffy. They've got so much junk plugging their ears they can't hear a thing. Why don't we just go outside and wait for the vampires to show up? Then we can tell the fang faces that it was all a set up and that these guys were helping us the entire time."

THIS got the attention of everyone in the room but, fortunately, her friends were willing to roll with what she was doing.

"Sure. Then they got just two choices: stay away from vampires for the rest of their lives or hope that they're left in decent enough shape for an open casket funeral." Xander said, sounding like he approved of the idea. "Either way, they're out of our hair and personally I think enough of them are smart enough to prefer option A that we won't lose too much sleep over the ones that get themselves killed trying to explain things to the vamps."

"Sounds like a plan. Let's head up." Buffy said, heading towards the open door. "Sun set a little while ago so they should be here soon."

Without another word they walked out of the main area of the Sunset Club and made their way back to street level. It wasn't until they were about halfway there that the sounds of people scampering up stairs reached their ears and she knew that her bluff had worked just like she hoped it would. If the people down in the club weren't going to stay away from vampires by choice, then it only made sense to take that choice away from them. With the club patrons obviously not having the nerve to wait around for the vampires to arrive, they would probably get as far away from the club, if not Sunnydale itself, as quickly as they could.

"Looks like we made it in time," she said as she looked at her watch. "It'll be another six minutes before the vamps get here if Xander's guess is right."

"Guess?" Buffy asked, sounding curious about what she meant.

"He figured it'd take about twenty minutes before the vampires would show up."

"What made you think that, Xan?" Buffy asked, looking at their pirate-like friend.

"Well I figured the vamps Ford found probably lived in one of the cemetery crypts or the warehouse district," Xander replied as they walked out into the open air. "Seeing as how they'd probably be pretty cocky, I figured they'd take their time and stroll boldly here right out in the open. All in all that'd take about twenty minutes, which means we got five before they get here expecting a large spread of sacrificial lamb with a side of Slayer."

"A crypt? A **warehouse**?" came a female voice that she didn't recognize but, based on the way that Buffy's eyes widened, the Slayer knew who it was. "Why settle for dumps like those when me and my crew can live right at the best hotel the Hellmouth has to offer? You're going by a pretty old playbook, **boy**."

Looking in the direction of the voice, she saw a woman clad in scarlet leather clothes that mixed female general with sexy vampire of the night while a mane of blonde hair fell down her back. Obviously this was the lady vampire that was trying to take the position left vacant by Spike and be the top big bad in Sunnydale. She was obviously trying to impress someone with her outfit but the way that she was holding what looked like an old civil war saber there was more to the female vampire then looks.

There was also the fact that she had about ten vampires spread out behind her with each of them holding a well-made melee weapon in their hands.

"But there's one old rule we still follow," stated the female vampire before putting on her game face with a snarl. "We still kill anyone who gets in our way! KILL THEM ALL!"


	4. Uninvited Guests and New Toys

Disclaimer: I do not own any of the copyrighted materials contained herein. They are the sole property of their creators and associated companies. I do not make any profit off of this whatsoever and I have no intent of changing this in the future. I write because it's fun and because there are those who enjoy reading my work. Therefore I would appreciate it if you could refrain from filing a lawsuit against me because I can guarantee you that any money you get from me won't come close to covering the legal costs of paying your lawyers.

_**Same Place, Minutes Later, Xander's P.O.V**_

_I don't know why Lady Luck decided to smile on the Scoobies today,_ Xander thought as he blocked an overhead slash, _but I hope she stays in a good mood until the last of these vamps gets dusted._

It had been a couple of minutes since the vamp bitch had given the order for the gratuitous violence to begin but, during that short span of time, he'd come close to getting seriously hurt twice. The only reason it hadn't been three times that amount was the fact that he was backed up against a wall, which made it impossible for the vampires to come at him more than two at a time. That didn't mean he had an easy time of fighting them but it looked like all the times he watched Buffy kick some undead ass was paying off. Instead of coming off as an idiot who'd never even seen a sword in his life, he actually thought he looked like someone who'd taken a couple of months' worth of lessons.

He still didn't think he'd make it out of this fight without some Slayer-ly back up but, if the good luck could keep coming his way for a little while longer, Buffy should be able to dust the leader. Once that happened the minions would likely scatter or at the very least be confused long enough for him to get some quick decapitations in before they could recover. With that in mind he focused more on blocking or parrying the attacks of the vamps in front of him rather than trying to go on the offensive to finish them off himself. It was putting some serious dents in his sword, though, and that meant an unhappy Watcher later on when he returned the weapon he'd borrowed.

As he fought, though, he couldn't help but feel a sort of discontent.

If he had to describe it, he'd say that it was a feeling one might get when one had their options at a feast severely restricted and what they could eat wasn't quite enough to satisfy them. The only problem with this, of course, was the fact that he didn't know what the full menu looked like, so he had no idea what he needed to do in order to become satisfied. Thus the feeling became something of an annoying sensation in the back of his mind that was only growing in strength as the fight wore on. He just hoped it didn't become too distracting or else he'd be feeling sensations of the painful sort and maybe even of the fatal kind.

It was as he pondered this, though, that he made an error in his defensive tactics and the vampire to his left scored a lucky hit on his upper arm, drawing blood in the process. While it wasn't deep enough to rob him of the ability to use the arm, it hurt like a sonuvabitch so he thought he could be forgiven for getting more than a little bit angry with the corpse responsible.

"Dammit! That **hurt**!" he yelled before he smacked aside the blade of the one responsible before delivering a reverse horizontal slash that damn near cut the corpse in two.

It wasn't an act that went unnoticed by the other vampire but it wasn't until the undead warrior he'd nearly cut in half hit the ground that he realized what he'd done. With a single slash of his sword he'd pretty much beaten a vampire where before he'd have had to wait for an opening before plunging headlong in with a stake, hoping to land a fatal blow right away. It wasn't until he tried to figure out what had happened that he **felt** the air around him and realized that the pain from the cut to his arm as well as his own anger had reduced, if not outright eliminated, his control over his spiritual energy. How that translated into giving him the speed and brute strength to nearly cut a vampire in half he didn't know, but as long as he had such increased abilities then he might as well use them.

_If I'm going to use the power, I should probably make them think I have more control over it than I actually do._ He thought before drawing on what he could recall of how Zaraki Kenpachi behaved.

With that in mind he tried his best to put on the manic smile that the captain of the 11th division usually had on his face when a good fight was about to begin. Judging from the look on his sole remaining sparring partner, it was having the desired effect because the fang face took a full step back as soon as it appeared.

"I don't know why I bothered holding back up until now. Guess I wanted to see if you any your buddies were as tough as the Slayer said you'd be," he said changing his expression slightly to one of disappointment. "Gotta tell ya… I'm not impressed. Let's see if you can change my mind!"

With that he went on the offensive, trying to channel the energy he felt flowing freely inside of his body to his muscles and his sword. Getting things to work the way he wanted was sporadic at best with his blows sometimes enough to stagger the vampire he was fighting while at other times it was barely enough to put pressure on the walking corpse. Nevertheless he kept himself on the attack, never giving the vamp a chance to think on the inconsistency of the strength behind each blow, and when the member of the walking dead misjudged where to put his blade, he poured all his strength into one slash.

He **may** have put a little too much strength behind his strike because not only did he succeed this time in cutting the vampire clean in two, but he also shattered the fang man's sword.

However he didn't let this shake the act he was putting on and so, with as much casualness as he could muster, he put the flat of his sword on his shoulder and turned to the remaining vampires.

"Next!" he said in a way that implied he was ready for his next opponent.

Looking over the gathered crowd, he noticed that Buffy had managed to dust two of her sparring partners while Willow had dusted one and didn't look too beat up. That meant that there were five minion vampires plus the leading vamp lady to deal with before they could call it a night and now the odds of him making it through this fight had gone up to at least fifty percent, he couldn't help but smile. Still that didn't mean that he was completely clueless about the dangers of letting his spiritual energy run wild like this for too long. He could hear the patrons of the Sunset Club just inside the nearby door and knew that they were straining to breath under the onslaught of oppressive air pushing down on them. It'd only be a matter of time before their strength dropped below the level where they could protect themselves from serious harm and that meant he had to end this fight sooner rather than later.

"If one of you isn't going to come at me then I'm **coming at YOU**! HAH!" he cried before charging the enemy ranks with his sword in position to slash the second something got within range.

As he reached the halfway point, he could see two of Willow's break off from fighting her to intercept him, most likely to prevent him from aiding his friends or going after their leader. It suited him either way since it'd take the pressure off his best friend and bring this fight to a close sooner rather than later. When he finally got close enough for swords to be of any use, he immediately had to bring his sword up to block both of their weapons but, fortunately for him, the strength his spirit energy was giving him allowed him to take the blows without too much difficulty. It was while the vamps tried to overpower him that he couldn't help but take some pleasure in the fact that their efforts weren't having quite the effect the walking corpses probably wanted it to. It had been one of the things he'd always hated about vampires, the way they acted all superior, especially when they were fresh from the ground, and now he had the chance to give them a heavy dose of reality. With that in mind he pushed as hard as he could and actually managed both vampires to take a step back while straining to turn the battle back in their favor.

"Not bad. If this were a contest of strength you might've had a chance," he said before switching his sword from pushing the two weapons down to knocking the up with a vertical slash that exposed the vamps to a horizontal swing that opened up both of their stomachs.

Needless to say it became frightfully easy for him to move into position and decapitate both of them after they reflexively used a hand to keep their insides on the inside. With four to his name, one to Willow's name and two to Buffy's name, which meant that including the leader of this little cabal of corpses, there'd be four vampires left. Four on three was still a little lopsided and in the vamp bitch's favor but he had a feeling the corpse clad in leather hadn't planned on losing so many minions so quickly. Watching the three minions retreat back to the side of their master, he moved to join with Buffy and on the off chance that the battle would come to an end he reigned in his spiritual energy just like Giles had taught him.

_Picture a roaring fire burning brightly within you. Now imagine through force of will alone that you are causing all of the elements of that fire to be drawn back into it. Heat, light and sound all pushed back into the fire that symbolizes your spiritual energy. Do this and you should be able to suppress your spiritual energy._

It was a bit difficult considering how much he'd allowed his grip over his power to slip fighting the vampires but, with only about as much effort as he usually put into gym class, he managed. All told it took about ten full seconds to put it back to the way it was before the fighting began but, when he was finished, the feeling of his power suffusing the air around them was gone.

Looking at the group of vamps in front of him, he could tell without having to peer too deep that they were distinctly rattled by all the surprises that had just occurred. The leader lady in leather was doing the best of keeping up a brave front but her erratic glances aimed at looking for escape routes gave her away.

"Don't bother," he said, trying his best to sound totally badass. "You won't be able to take more than two steps before one of us finishes you off. It's over."

_**Back Inside the Sunset Club, Same Time, Ford's P.O.V**_

_Uhhhh! What hit me?_ Ford asked as he regained consciousness and got up from his horizontal position on the floor.

Looking about the empty club, it all came back to him in a rush and the final cognizant thought of Buffy's fist heading towards his face instantly had him search for her. No matter where he looked, it became all too clear that the Slayer was gone along with everyone else that had been in the room the last time he was conscious. Racing up the stairs, he feared that his plan had fallen apart he was surprised to find that the sheep he'd gathered together for the vampires to feed on were shakily getting to their feet as though something had caused them to collapse. Dismissing them, he continued to the exit but, when his eyes beheld the alley outside, he felt as though his last hope had been snuffed out as he watched Buffy decapitate the female vampire he'd bargained with to defeat his cancer. As the vampiress turned to dust, he tried to find a single speck of hope to cling to but there was none to be had. Delilah the Vampire had been the only one to agree to his terms of all the vampires he'd approached since coming to Sunnydale and, with her death, he had no doubt that all the rest of the undead would refuse him all the harder after hearing about what happened to her. Not only that, his deception of Buffy had been a one shot deal. He'd known going in that if he failed to deliver her to his vampire partner on the first try there would never be a second because she'd never trust him enough to go where he wanted her to go.

In short, his hope of finding a means of conquering the cancer within his brain had been turned to dust just as the female vampire Deliliah had just been transformed into a cloud of ashes.

It was from the growing hopelessness that welled up within him at the loss of his best hope that hatred was born… hatred focused on Buffy Summers and her friends.

It was then that he reached into his shirt pocket and took out the case that the strange man had given him the day before. He had just been walking through town on his way back to the Sunset club when a man in an expensive looking suit walked up to him asking for a moment of his time. He'd tried to politely brush the man off but then the guy said something that caught his attention: he mentioned the female vampire Delilah as well as elements of his plan. When he'd asked the man how he'd found out, the smiling man had simple said 'he had his ways' and that he'd like to contribute something. Curious about the unknown man, he'd asked what the guy had in mind and the answer he'd gotten was the case he now held in his hand. He'd been a bit puzzled by the contents but the man had said it would prove useful if his plan to hand the Slayer over to Delilah took a turn for the worse.

_Well, I can't imagine things getting much worse than they are right now!_ He thought as he opened the case to reveal what looked to be a poker chip made out of a white substance he didn't know the name of.

Taking it out he remembered what the well-dressed man had said about how to use it and so, without hesitation, he dropped it to the stone floor before stepping on it with all the force he could muster. When he removed his foot, he watched as the fragments of the chip began to rise into the air on some unseen wind floating out into the star-filled sky until they vanished from sight. For several seconds he waited with anticipation for something impressive to happen, something that would give him a measure of vengeance against the ones who destroyed his hope, but nothing he could sense happened. Letting out a growl of anger, he prepared to make a run for it so he could avoid the high and mighty speech he knew Summers would try to give him the moment when a… feeling filled the air. He couldn't identify it, couldn't even point out the source but if he had to compare it with something it was like someone invisible was watching him.

He didn't have much time to think on it since, out of nowhere, something seemed to land not thirty feet away from him, causing cracks to form in the concrete. No matter how hard he tried, though, he saw nothing at the point of impact that could explain the cracks.

"FORD! LOOK OUT!" Summers yelled before running towards him as though she was trying to save his life.

"What are you-?" he asked turning away from the cracked concrete to fully face the Slayer.

He was unable to ask more than that because he felt something wrap itself around his body, pinning his arms to his sides before lifting him clear off the ground. The fear of not knowing what was doing this to him gripped him and he tried his hardest to free himself but it was all to no avail. Looking at Buffy, who by then had reached where he'd been, he could see in her eyes that she could somehow perceive whatever it was that had him ten feet off the ground. While it pissed a part of him off to ask the person responsible for the destruction of his perfect plan for help his fear of dying was strong enough that the anger got pushed aside.

"Summers! Help me!" he managed to get out despite the fact that whatever had him had a tight enough grip on him that speaking wasn't easy due to the shortage of air.

"That's the plan!" Buffy declared before leaping higher than he'd ever thought she could, even if she was the Slayer.

He could only presume that she was trying to cut off whatever it was holding him off the ground but, when he heard her blade swing through the air without making contact with anything, he began to worry. When he heard rather than saw her land behind him he had to wonder what had gone wrong.

It was the last question to form in his mind before the pain came.

_**Buffy's P.O.V**_

"NO!" Buffy cried as she watched the tail of the unknown demon tear her former friend to pieces.

It was only due to instinct born of years of experience as the Slayer that kept her from following the cancer-afflicted man as she evaded the claw slash that would have sliced her open. As she landed eight or so feet outside of the monster's attack radius, she took a moment to go over what had happened and what could be done to put an end to this horrible night. She, Willow and Xander had just finished dispatching the last of vampires when the sound of a foot being stomped down caught all of their attention. They'd discovered that Ford had regained consciousness and was looking more than a little pissed at the fact that his plan had been reduced to so much ash on the concrete floor of the alleyway. She had been about to make some quip about how it was all over and that it was time for the two of them to have a little talk about using innocent people as cannon fodder when an unfamiliar energy touched her senses.

It was a dark energy that had made her feel like she was in the presence of something or someone with a dark heart.

It was only a few seconds later that the source of the energy made an appearance by dropping from the sky and landing thirty feet away from Ford. It was unlike anything she'd seen before; it was about as big as a rhino but looked more reptilian in nature with a long tail that reminded her of one of those cat o' nine tails whips she'd seen in one of Giles' books. It certainly moved about like it was a whip and she had a feeling that it'd make getting in close to the demon a real pain in the ass. It had gray skin with three claws on each foot that were about as long as your average butcher knife. However what probably the oddest thing was the fact that its head was on big clay mask with an inner as well as an outer mouth. She'd learned about this much to her horror when the thing let out a roar that seemed to be two different sounds overlapping one another but also being slightly out of sync. It was then that she'd noticed the thing looking at Ford and in an instant she'd known what the demon intended and tried to warn her former friend.

However, from the way he acted, it was almost like he couldn't see the demon that was moving towards him.

When the creature used its tail to lift the teenager off the ground, she'd charged in and, with her Slayer strength, leapt over Ford's head before bringing her sword down in an effort to cut the tail. No one was more shocked then she was when the blade passed right through the tail as though it wasn't there at all. That made no sense whatsoever since it had without a doubt lifted Ford off the ground and something solid enough to do that should have been solid enough for her to cut through.

Something solid enough to tear Billy Fordham to wee meaty chunks should have been solid enough for her to kill.

It was as she was about to hook up with her friends so that they could present a united front against the demon that something odd happened. From the remains of Ford rose what looked like a perfect copy of her former friend except on his chest there hung a broken chain attached to a plate sticking out of the teenager's chest. Ford looked like he was going into shock but he wasn't given much time to get over it because less than five seconds later the demon bit into the new Ford, taking out a chunk that included the guy's left arm, shoulder and quite a bit of the torso. Her former friend could only dumbly look at where the left side of his body should be before collapsing due to the trauma he'd just experienced. She tried to move to save what was left of him but a firm hand came down on her shoulder, stopping her from taking a single step forward. Turning her head, she saw that the one restraining her was none other than Xander, who had a look on his face that made her think of a doctor who'd just used up his last possibility only for it to end in defeat.

"It's too late Buff," Xander said, shaking his head before releasing his grip on her shoulder. "His body's in pieces and what I think is his soul isn't any better off. Best we can do is make sure this thing doesn't kill anyone else."

"Better make that 'things', plural, guys because we have another one coming from the other end of the alleyway." Willow said, sounding increasingly worried as the seconds ticked by.

Turning in the direction her friend had indicated, she saw for herself that another creature was indeed advancing down the alley from the direction opposite the one that'd killed Ford. This one looked different, though, since it reminded her more of a deranged monkey, but like the one with the whip tail it had a large clay mask for a head. Bringing her sword up, she sensed rather than saw her friends go back to back with her to form a sort of triangle with their bodies as they prepared for the fight to come.

"Any ideas, 'cause if Murderous George over there is anything like his pal Mr. Lizard, our weapons aren't going to do shit against either of them." Xander said with his spirit power leaking out along with his obvious nervousness. It wasn't enough to paralyze the club patrons who still hid inside the alley door that led to the club proper but it was clear that there were going to be serious visits to therapists in each of vamp wannabes futures. Whether it was because of Xander's power dropping them a couple of minutes ago or seeing Ford torn apart by some unseen force, not a one of them would come out of this without some serious issues.

That was assuming that any of them came out of this in one piece, of course.

"No ideas on the killing part but we have to try and lure them away from the people in the club," she said as she charged the lizard one head on. "You and Willow try to get that one's attention. I'll take the giant lizard. We'll meet up in Central Park to finish them off. Hopefully by then one of us will have come up with an idea."

"Gotcha! See ya!" Xander said before he and Willow charged the masked monkey, pulling a zig-zag move that got them past their foe while at the same time pissing it off enough to follow them.

Turning back to her sizeable foe, she almost wished that she'd taken the monkey instead because luring something the size of a rhino through the streets of Sunnydale to the park was not going to be easy. Still, it was the only plan she had but hopefully that won't be the case by the time she reached the park otherwise she was going to have to fall back on her usual way of handling baddies.

Keep attacking them until they stay down. Not the most original strategy she knew but so long as it worked she didn't care.

With that in mind she decided it was time to bait the hook in her usual manner.

"Hey! Lizard breath!" she yelled with complete disrespect in her voice, "I think I saw your mama in my closet. Not my favorite handbag but it's decent enough for carrying demon junk in. Don't even have to worry about washing it out until I'm good and ready."

This definitely pissed it off as it roared at her, charging her position, but that was precisely what she wanted. When it leapt into the air she dove beneath it and fell into a roll that she didn't let stop until she felt the demon land on the ground. Using her momentum to her advantage, she rolled to her feet and ran as far as the entrance to the alleyway before looking back at the demon.

"Is that the best you can do? PATHETIC!" she shouted before tossing her hair back arrogantly. "If you want to keep me interested, you'd better bring your 'A' game. See ya, you walking handbag in the making!"

With that she ran off in the general direction of the park while listening to make sure that the masked lizard demon was following her. Fortunately both the sound of the sidewalk getting torn up behind her as well as the odd roar told her that it was and so she made sure that her speed stayed at a level where she'd be close enough to keep the beast interested. It was a good thing that the majority of Sunnydale's residents subconsciously knew it was dangerous to be out after the sun set because it meant that the streets were pretty much devoid of innocent bystanders. She imagined that the majority of the people too stupid to stay in would be either at The Bronze or the theater but both places were on the other side of town. Unless someone decided to walk all the way to this neighborhood, she wasn't likely to bump into anyone or be required to explain why the sidewalk was spontaneously cracking or shattering. That might change given that the park was in the middle of town and thus functioned as a sort of crossroads for anyone wanting to get anywhere in Sunnydale.

_Hopefully they still have the area roped off._ She thought as she turned a corner. _That'll cut down the people who might see us to rent-a-cops or Sunnydale P.D officers. If they do like they normally do, they'll pull a vanishing act the second something weird happens in front of them._

As she ran, though, she pondered the timing between hearing Ford stomp on the ground and the arrival of the demons. She thought she'd seen bits of white floating up into the air after she'd first laid eyes on Ford but it could have just been a trick of the light or a bit of the dust from the vanquished vampires. The more she thought about it, though, the more she began to believe that something her deceased former friend had done when he'd put his foot down was responsible for the arrival of the creatures. However Ford didn't strike her as the magic type so it was unlikely that he'd done any of the homework or spell casting needed to summon the masked monsters. That meant that someone had done that work for him and just gave him the mystical button to push to set everything in motion. That left two obvious questions that she'd be posing to Giles once the night was over with.

What was Ford given?

Who had given it to him?

_**Halfway to Sunnydale Central Park, Fifteen Minutes Later, Willow's P.O.V**_

"WHOA!" Willow exclaimed as she rolled to the side just in time to evade the right arm of the monkey demon that had been attempting to grab her.

She didn't know how she was able to continually evade the thing chasing her and Xander but it was becoming more and more like it'd been Halloween night when her body had reacted on its own to the actions of the Big Foot that'd been chasing Cordelia. Whatever the source of her newfound agility and evasion abilities, she wasn't about to turn it down since she was pretty sure she'd have been dead three times over without them. Getting back to her feet, she ran with a bit more effort in order to keep up with Xander's longer legs and soon was moving right alongside him as their masked friend took up the rear.

"You alright, Willow?" Xander asked as he took a quick glance at her before focusing his eyes back on the road in front of him.

"Yeah but I hope you've come up with a good plan 'cause I don't think we're going to last much past the park if you haven't." she replied as she did her best to keep a fix on where the monkey behind them was at all times.

"Well, since George and the Masked lizard don't seem all that bright, I was sort of thinking we'd trick'em into hitting each other and the just sit back as they do all the hard work for us." Xander said as though it was the most reasonable plan ever.

"Not the best plan but I don't have anything better," she said as they entered the home stretch with the yellow tape of the cordoned off park almost glowed in the distance.

"Yeah, I figure it has about a one in a million chance of actually happening but since our weapons aren't much better than smoke against them, it'll have to do." He said before he turned to her for a second, "Any idea why Buffy's sword passed right through that thing's tail?"

"Well, you know how Ford didn't look like he could see the lizard thing?" she asked before waiting for the affirmative nod. "Well I think the reason he couldn't see it but we could is because it's some sort of spirit demon," she said after seeing Xander nod at her. "So maybe we need something that works against spirits?"

"Which, of course, is the one thing we probably don't have!" Xander growled in annoyance at their current predicament.

"Maybe we can make one? Like how we break off a tree branch to make a stake?" she asked as she tried to figure out a way around the problem that was a lack of a weapon.

"I somehow doubt that if we grab something and write 'spirit' on it that it'll do any good," he replied, making his skepticism clear before his eyes widened as though realizing something. "What about our spiritual energy? Can't we use that?"

"How? I mean Giles just finished teaching us how to keep it from leaking out. How are we supposed to turn what we have into a weapon?" she asked even as her own mind tried to figure out an answer to her own question.

"Well, if we can control our spirit power enough to suppress it maybe we can push it where we want it to go." He said before taking a quick look behind them to see if the demon was still following, "Probably won't be able to fire a Hadouken but maybe it'll be enough for us to be kick its ass the old fashioned way."

"Do we have to? Cause that's the part I'm not crazy about." She said, not wanting to have to get on close to either of the demons.

"Don't worry, Wills. Me and Buff' will be the ones going in close," he said reassuringly with his usual lopsided grin. "You'll be on back up detail in case things get hairy."

"Gotcha!" she said, voicing her commitment to fulfill her role to the best of her ability.

It was as she said this that they reached the yellow and black tape but neither she nor Xander hesitated as they leapt over it so that they could continue on to the middle of the park. It didn't take them long to see their destination and, in a moment of fortuitous timing, she saw Buffy approaching with her demon coming up quick from the rear. The second they got close enough they returned to the back-to-back defense they had employed in the alleyway as the demons arrived and appeared to be considering how best to kill them.

"So, you guys have any idea on how to handle them? I couldn't come up with anything." Buffy said with her eyes never once leaving the demons now circling the trio.

"Xander thinks we might be able to beat them with the spiritual energy we got from Halloween," she said even as she began to loosen the metaphorical bonds restraining the spiritual energy inside of her. "If instead of suppressing it we direct it where we want it to go we can slay them since they're spirit demons."

"Simple, to the point and easy to remember. Sounds like a good plan to me." Buffy said as the spiritual energy she was giving off began to rise in strength.

As if triggering a chain reaction, she felt Xander's spiritual energy also begin to climb so she decided to do the same. Much like back in the alley, though, she found herself amazed at how high and how fast her patch-wearing friend's power was going as the seconds ticked by. Each time she thought it would level off or stop it kept on going and soon it got to the point where she could see an aura of orange energy surrounding him. Looking back at the spirit demons, she could easily tell that they'd picked up on the change in the three of them but she couldn't decide if they were afraid or excited. Both were moving with more energy than before and didn't look like they'd be circling for very much longer but whether they'd run or attack she didn't know.

"Looks like they're getting bored, guys," Buffy said, sounding like they were just hanging at the Bronze. "Time to make things more interesting!"

Buffy charged the masked monkey demon with an aura of green energy wafting around her before leaping into the air in an effort to deliver a kick to her foe's head. It didn't work as the Slayer found out when the evil spirit displayed the speed, agility and flexibility that proved up to dodging her attacks. However the blonde teenager was smart enough not to leave herself open so, when the demented simian tried to counter attack, Buffy used its shoulder to move out of the way of the incoming blow. It was then that she delivered a roundhouse kick that sent the monkey to the ground and skidding a good ten feet away. She had to smile as it meant that while swords wouldn't do anything to these spirit demons their bodies could at least make contact when channeling their spiritual energy.

Looking over at Xander, she found him having a similar effect on the large masked lizard, although it was more with power based moves rather than Buffy's graceful and refined movies. Fortunately this didn't mean that her best friend was too slow to dodge the demon's attacks because, given the way that both the claws as well as the tail were tearing up the ground, it'd be bad if it hit flesh. On the other side of the equation, though, Xander's blows hit about two out of every five tries and, when they landed, the spirit beast sure as hell felt it if the roars were anything to go by. It was only due to its mass that it hadn't been knocked to the ground yet but that didn't matter to her as long as it wound up defeated in the end. Though she might ask Giles to give Xander some fighting tips just in case another one of these things hit town. Much like she suspected, the others had suspected that something Ford did summoned the monsters and that it wasn't something the teenager from LA had figured out how to do on his own. That meant someone else had given him the means to call the masked demons here and if it could be done once it could be done again.

_If that's the case, I'll need to get Giles to show me a few things too, even if all I do is pull them out of whatever fixes Buffy and Xander get into._ She thought as she split her attention between the two fights.

She didn't like fighting and didn't think she'd be very good at it, despite the random moments when her body acted of its own accord to save her. Still, if she could become good at dodging and moving fast then that'd be enough to make her useful if another of these demons showed up or at worst it would keep her from being a burden.

It was about then that that a sound cut through the sounds of the fighting and caused her to reflexively turn towards the source. What she saw when her eyes fell upon the source of the screaming caused her eyes to widen because, running towards the battlefield with a giant masked scorpion chasing her, was none other than Cordelia Chase. The queen of Sunnydale High School was running like her life depended on it and looked like she'd been on her way to some sort of formal event, given the clothes she was wearing. However the thing that surprised her more than the arrival of another masked demon was the fact that Cordy could **see** the thing chasing her well enough to be able to run away from it. However she didn't have any more time to appraise things as the busty brunette tripped over something and fell to the ground making her a prime target for the Scorpion.

Believing Buffy and Xander were doing okay, she ran to Cordy in order to keep from seeing what sort of poison the scorpion's stinger had in it. With her spirit energy coursing through her body, she moved much faster than even the most skilled sprinter and it was because of this that she got to Cordelia at the same time that the masked monster did. Due to her fast movements, the beast chose to attack her first, snapping at her with one of its claws but, just as she had when the monkey had tried to grab her, she evaded it before she even realized her body was moving. By the time she landed a couple of feet away, Queen C was back on her feet and looking like she was debating the use of resuming her desperate dash.

"Cordy, if you want to run I suggest you do it now." She said, hoping her words would push the socialite into making a choice.

"Yeah, run, already tried that and look where it got me!" Cordy sniped angrily looking at her for only a moment. "In a park with you losers and two more of these monsters!"

That pretty much made it irrefutable that Cordelia could see the monsters and that could only mean one thing: Cordy had spiritual powers just like the rest of them.

_**Later, Central Park, Xander's P.O.V**_

"Okay…unh…my plan was good…but…we need something…WHOA…better." Xander yelled out to the others.

For the last couple of minutes the three of them, Cordy didn't count, had been using their spiritual energy to batter their demonic opponents. It was allowing them to hit their foes and do some damage but, at the rate things were going, it'd take some time to actually kill them this way. Time was their enemy, though, because it was inevitable that fatigue would cause them to make a mistake or that the demons would get enough experience out of the fighting them to figure out their respective fighting patterns. They needed to figure out a way to finish the fight sooner rather than later.

Too bad he didn't have the foggiest idea of how to do that.

It'd been a point of good luck on his part that his idea about using their spiritual energy to do damage had worked out as well as it had. He didn't think he'd wind up lucking out a second time.

"What about if we try and put our energy into our weapons? Maybe then they'll work." Willow suggested as she evaded the stinger of her scorpion playmate.

"Worth a try!" Buffy said as she unsheathed her sword a safe distance from the monkey and looked to be concentrating on the task at hand.

The Slayer's opponent was quick to take advantage of the opening but, just as it was about to deliver a powerful fist, the Summers girl executed a diagonal slash with her sword. For a moment she thought that they'd hit the jackpot when the blonde girl's sword drew blood but only a second before the sword would have cleared the demon's body it broke off a few inches from the tip. This caused everyone to stop for a moment and look at the unexpected occurrence but, with a roar of rage, the monkey broke the atmosphere of shock as it lunged forward to hurt the human that hurt it. Buffy, still a bit shocked by the breaking of her blade, was unable to completely evade the punch that came her way, resulting in it clipping her shoulder a bit. A bit, however, proved to be enough as it knocked the Slayer to the ground and reflexively caused the teenager to grip the harmed shoulder as a grimace of pain settled on the blonde's features. Cocky, the masked monkey tried to attack again but, with legs in perfect condition, the daughter of Joyce Summers managed to evade it and regain her footing. The demon made a few more tries but, when it became clear that it wouldn't get any more hits in, it took on a more patient manner of movement.

"You alright, Buffy?" he asked while he delivered a trio of blows that dazed the large lizard for a few seconds.

"Nothing an ice pack and some Tylenol won't cure." Replied the Slayer who threw away her broken blade. "But if our weapons are going to break like mine did every time we use them with a little spirit power in them, we need to make the hits count more."

"Gotcha!" he said as pulled out his own sword before directing the power of his soul into the blade.

With acceptance of the fact that his sword would likely break in two with his next cut, he bided his time and, when the opportunity arose, he brought his blade down as hard as he could on the thing's masked head. This, however, proved to be a mistake because he found out the hard way that the white substance was **a LOT **harder than their uncovered skin when his blade barely got an inch in before shattering. Twisting himself to the side to evade a sliver of steel that came back at him, he never had time to do more than act on instinct and that was barely enough to keep him from losing his right arm. Instead he got three slices put into his arm by the lizard demon's tail and he could not put into words just how much it hurt him right at that moment. Half stumbling backwards, he put as much distance between him and his foe as he could before taking stock of just how bad his wound was.

He was no doctor but the cuts didn't look too deep and, although it hurt like hell to do it, he could still move it although he could tell over half the power it had possessed was gone. With blood dripping out of it with every beat of his heart, though, it meant he wouldn't last too long before he lost enough to make staying on his feet impossible. He also couldn't take the time to bandage it because it looked like with the scent of blood in the air, the demons became increasingly aggressive as though sensing that victory was within their grasp. As a result the lizard demon resumed its offensive against him and with one arm damaged, he had a much harder time attacking it or defending himself from its attacks. The pain was even so bad that it was affecting his control over his spiritual energy and, since dividing his attention was not in his best interests, he chose to let the power of his soul flow as it would. This resulted in the feeling in the air around being less like a controlled refined flame and more like a large crackling bonfire that would burn you if you got too careless around it.

_This is __**SO**__ not of the good!_ He thought as his increased focus on dealing with his foe made holding his own easier. _The fight's circling the drain and we're the ones that're going to get flushed!_

That didn't sit well with him at all but no matter what he tried to think up while fighting the masked lizard, every plan ended with the people he cared about being food for these things. While they could hurt the demons, it was taking too long and, thanks to the injuries he and Buffy now had, the two most battle-capable members of their group had serious handicaps. He honestly couldn't see a way for them to win unless they somehow caught a major break but, considering the sort of luck the Scoobies had on the Hellmouth, he wouldn't hold his breath.

A primitive headbutt by the lizard demon sent him to the ground with only luck keeping his ribs intact. Forcing himself to get into a crouch, a pained hissed made its way through his teeth as he now found himself with two sources of significant suffering, both of which would impair his ability to stay alive. As he watched the spirit demon approach him, a feeling of calm determination flowed over his mind and he decided right then that it would be his fate to fight this thing to his last breath. Not out of some desperate desire to live but rather because the thought of surrendering, of giving up, was so completely unacceptable to him that it was dismissed before the notion could fully form in his mind. Ever since Jesse had been slain by a vampire, he'd sworn to himself that he would fight those corpses and the creatures like them to the very end. He would not allow any demon or vampire to see him surrender to their darkness and he would burn as many as he could to ash before his final moments came.

_Well said._

The voice seemed to come both from without as well as from within and it nearly got him hit but he had more than enough incentive to keep himself alive. Taking what focus he could spare, he looked around the immediate area for the source of the voice, the female voice, which had almost given the demon the opening it needed. Yet no matter where he looked the only people within range of his sight were Buffy, Willow and Cordy but he knew it couldn't be them because he'd recognize their voices anywhere. A hallucination brought on by loss of blood? Possibly, but he didn't think he'd lost quite enough for those kind of things to start happening yet. In all the movies he'd ever seen people didn't start seeing or hearing things until they were a minute away from losing consciousness and he still had quite a bit of strength left.

_Search for the light in the darkness. Claim the blade that is yours and yours alone to wield._

_Now I __**know**__ I heard that!_ He thought as the odd voice grabbed his attention once more. _But where is it coming from!_

Just like before it was like the voice was coming both from inside his own body but also from the energy that filled air around him. Except that was the sort of thing that made sense that didn't because he was most definitely male so it didn't make sense to have a female voice coming from inside of him. At the same time, though, there was this undercurrent of feeling when he heard the woman's voice. It was almost like the feeling you had when you met someone for the first time and got this gut feeling that they were good people. This undercurrent made him want to listen to it, to look for the light in the darkness, but that was going to be more than a little hard seeing as how he was in the middle of a fight.

_You must…find the blade…within…to slay the beasts…without. _

This time it sounded like whomever this woman was it was becoming harder and harder for her to reach him with her voice. He figured that she'd probably be able to speak twice more before she fell silent for what could very well be forever. It was crazy but, in a moment of certainty, he chose to do as the voice asked if only in the hope of truly gaining a weapon capable of ending the fight before someone got killed. However in order to turn his gaze inward, he needed to first do something to keep the demons from attacking him or he'd be a sitting duck. It'd need to be **BIG** and it would need to be enough to make them rethink their plans with whatever passed for their minds. As he pushed aside a swipe from the masked lizard's claws, he realized that there was one thing he hadn't tried since the very day he received his spirit power. One thing he hadn't dared do for fear of the effect it'd have on the rest of Sunnydale. Now he didn't have a choice or, rather, he didn't have a second option he was willing to accept the consequences of.

With this in mind he reached up with his injured right arm, got a good grip on the eye-patch covering his right eye, and **pulled**.

Even with the little strength that remained in that arm it was enough to pull the obstruction away from his right eye and with it gone a geyser of power shot through him before rising into the sky. The oppressive feeling in the air skyrocketed and almost immediately the lizard that had moments before been advancing to finish him off began to back away from him. He was glad that his gamble seemed to be paying off but he didn't want to take the chance of it giving out before he could do as the woman's voice had asked him so without further consideration he closed his eyes. Focusing his thoughts inwards, he tried to find the light the woman spoke of, tried to find anything that he could identify as a weapon, amidst the blackness of the unknown within him. Deeper and deeper it went with no light that he could see or sense causing his confidence in this course of action to begin dropping with every second that passed. He was almost ready to open his eyes and lunge at the demon with what remained of his shattered sword when he saw '**it**'.

The '**it**' being a flicker of orange light that almost failed to pierce the darkness within him.

With a destination finally within sight he moved towards it with all the speed he could muster even, though all that happened was the attaining of a speed consistent with someone running through water that went up to the knees. However his determination, his resolve, had returned and that was more than enough to make him continue onwards. It was then, after what felt like ten minutes, that he was no more than a room's length from the light and could properly identify it as potent ball of flame floating in the darkness. As he reached half a room's length he could see something inside the flames that looked very much like the hilt of a sword. When he finally stood within arm's reach of the fire, he knew in his heart what he had to do but at the same time his brain was telling him 'fire hurt'. Fortunately he rarely listened to his brain when lives were on the line, especially the lives of his friends, and so he reached for the weapon before him with his mind. When his mental hand encountered the flames he could feel the heat as well as the texture but it didn't hurt at all. In fact, if he had to describe it, he would say the flames were almost comforting him as he wrapped his fingers around the hilt.

Thus he pulled the sword from the flames and from his mind out into the real world.

With a snap of movement his eyes opened and, with his senses no longer directed inwards, he could once more take in the world around him. It was his sense of touch that grabbed his attention first since there was a weight in his right arm that did not match his eye-patch or the broken sword he'd been using up until then. Looking down, he instantly recognized the sword hilt that he had pulled from the ball of flame inside his mind but now that it was in the open air he could see every last inch of the weapon. Wrapped in a black sheath was an exquisitely well-made katana which seemed to have two hilt guards, one on top of another, with one being black and the other being fire red. Looking a little closer with his eyes he could see what looked like a dragon's head inscribed into the red guard while on the black one there was a fierce looking wolf. The red and black color scheme continued onto the hilt itself with a crimson base wrapped in black leather until it ended in a solid black pommel at the bottom. Seeing it, he couldn't help but smile a grin not unlike the one that graced his face Halloween night during Ethan Rayne's spell.

Looking up from his sword, he was about to tell the others what he'd just discovered the surprise he felt was almost enough to shatter his smile.

In the hands of Buffy, Willow and even Cordy were swords similar to his own but at the same time as unique as the person who held them.

It was this sight that had his smile growing even larger and more feral because now he knew without a doubt that everyone would be coming home alive tonight.

Everyone.

_**Same Time, Buffy's P.O.V**_

_Unh… that hurt more than I thought it would._ She thought as the pain she'd felt bringing the wakizashi out of her weakened to a moderate throbbing in her chest. _Still, at least…at least now I have a weapon I can use against these things._

With that in mind she wrapped her right hand around the hilt of the sword and with her left hand grasped the sheath before drawing forth the blade. Watching as the shiny surface of the blade emerged from its sheath, she had to say it was a quality piece of work, something easily on par with some of the blades Giles would say were expensive, but right now all she cared about was how well it'd cut. With that in mind she ignored the pain she was feeling in her body and charged the masked monkey with the sheath in one hand while the wakizashi in the other. With its hairy left arm it tried to grab a hold of her but, like before, its movements had no real skill to them and were essentially at the level of the jocks at Sunnydale High School. With the ease of having done something many times before, she slid herself just far enough out of the way to evade the grab before unleashing a slash with her blade as a test to see if it'd work as she hoped it would.

The limb that dropped to the ground and the sword that was still in one piece dispelled her doubts completely.

With a smile of victory on her face she began to dance around her foe, slashing at the masked monkey when the whim took her, until within five minutes it looked like it could barely stand. Flicking her sword like she'd seen people in movies do to get rid of the blood on it, she decided that the time had come to finish the fight. With a charge and slight feint she decapitated the monkey with one slash and, when she came to a stop, she flicked the blood off of her wakizashi one more time before sheathing the blade. Turning to see how the others were doing she saw that between Cordy and Willow the Scorpion was all but finished. Despite the lack of experience or instruction, the two teenage girls were doing a good job of using the old 'one distracts, the other attack' method of fighting someone. She figured it'd be about a minute or two before the masked bug breathed its last and so long as neither girl made a mistake it was likely they'd walk away without a scratch.

As for Xander… well, Xander was letting the big lizard decide which bits it wanted cut off and in what order.

"C'mon, you overgrown gecko! You've already lost most of your tail and one of your feet," Xander said with a bit of impatience. "If you don't try something a little better this is going to be over pretty quick."

The large mask-wearing lizard didn't seem to be listening but, whether it was because of a lack of intelligence or the pain caused by its missing limbs, she didn't know. In any case it chose to do the usual animal thing when hurt and the cause of that hurt was within reach: attack it head on with the intent of tearing it to shreds. Seeing it rapidly closing the distance between and her friend seemingly not taking it seriously, she moved to intercept it and, once she killed it, she'd give a quick lecture about how it was a mistake to let a new weapon or move make you cocky.

She took all of three steps before the pain she'd been experiencing since bringing leapt to such heights that her entire body seized up. She could not voice her pain because the parts of her body were required for it refused to move. She did not collapse because her muscles were tensed to the point where she might as well have been a statue for all the mobility she now had. She tried to think, to move, but the pain was such that thinking was about the most she could manage. With no way of doing anything, else she focused on trying to figure out why she was hurting so badly and how she could stop it.

She'd been doing her best to keep the demon a bay despite the pain but because she'd been weaponless that'd consisted with a series of kicks that were meant to make getting in close to her a bad idea. It wasn't so much that she'd had an advantage in length but rather that, thanks to her Slayerness and Giles' lessons, she could deliver kicks capable of rendering a foe helpless in under three blows. It was these skills that had let her to make the demon monkey pay each time it had gotten careless with one of its blows. It had been enough to force the hairy piece of weirdness increasingly more cautious of her but not enough to make it run away.

It had been during a particularly nasty exchange of blows that she'd first heard it.

The voice of the psycho knight girl she'd encountered during Halloween.

_Do you honestly think you can win like that?_

She'd ignored the voice since she'd had neither the time nor the inclination to entertain whatever cryptic crap the heavy metal lady had to say. However it was a few minutes later that the voice came back a bit weaker but no less annoying.

_When fighting an unfamiliar foe, you must end the battle swiftly or the lack of knowledge will kill you and everyone you care about._

She'd known that from the moment she'd first seen the giant masked lizard but she'd had no idea how to kill the demons since this was the first time she'd encountered anything like them. Nevertheless, she'd tried to go on the offensive and end the fight quickly but all she'd managed to do was waste energy. With one arm at half strength and the other primarily being used for defense all she'd had for offense were her legs and the monkey sure wasn't making it wasn't making it easy for her to land a hit with them. It was after she'd had one seriously close call that the voice came at a volume not much better than a whisper but the words that she heard were enough to catch her attention.

_Look for your inner blade, look for me, and you will find a strength that is yours and yours alone._

Those words had echoed within her with the feel of truth and the instructions armor gal sounded a lot like some of the meditation stuff that her Watcher often tried to make her do. However she knew that in the middle of a fight meditation would get her killed. At least that had been her opinion up until Xander had removed his eye patch and made her feel as though the gravity on the planet Earth had increased by a factor of five. She'd felt the spirit power he was putting out and couldn't help but gape at her male friend as her mind put together how much power his eye patch must seal away. When she'd looked at the demons, though, it reminded her of the time when a neighbor's dog had gotten startled when someone had tossed a glass of wine into a bonfire. The poor animal had been scared out of its wits and scrambled back a couple of feet eyeing the flames warily for several minutes before settling back down.

In any case, it gave her an opportunity that she wasn't about to pass up and so with some caution she closed her eyes and began to go through the steps like Giles had taught her to. It wasn't easy with her pain and all the other distractions but, with the price of failure potentially being the death of her friends, she'd had all the incentive she needed to focus. It had felt like it was taking forever but eventually she'd found a place within her that felt like it had during Halloween. Moving towards it, the feeling increased and before long she could perceive something that seemed metaphorically solid in her mind. It hadn't taken her even a second to figure out that this had to be her inner blade. With a timer counting down in her head until Xander's big surprise ceased to distract the demons, she 'reached' for the object within the feeling heavy metal girl had exuded Halloween night. However as her mind closed around the object and grasped it, a sensation she'd always associated with her Slayerness surged forward and tried to keep her from proceeding any further. It didn't make sense to her since she'd die along with it unless she drew the weapon before her and so she forced her inner Slayer aside and pulled on the weapon for all that she was worth.

The pain that had come with bringing the wakizashi into the real world had been akin to what she imagined a broken rib would have felt like.

Now, though, it had gone from just one rib to feeling like she was being fried from the inside out and she couldn't even let the others know that something was wrong with her. Of course that didn't stop her from trying since there was always the off chance that she might be able to get a grunt or an expression of pain out. However it was as the pain began to recede that she began to worry since, instead of going back to normal, a numbness faded in to replace the pain she'd been feeling. It was due to this that the mobility that returned to her meant nothing because all she could do was take a single step before her legs gave out beneath her. Worry then turned to fear as she realized that what had just happened to her might be happening to the others as well. Was this a side effect of pulling the swords out of their bodies? Was it permanent? Whatever the case, she hoped that her ability to move returned soon because, after over a year and a half on the Hellmouth, she knew how unwise it was for four helpless people to be out at night.

Pain lanced through her body once again without any warning and this time she was fairly certain that she did make a noise of pain loud enough for the others to hear. However instead of merely immobilizing her body, it seriously compromised her ability to think clearly and that was when she thought she saw something partially fade into view. With her mind in chaos because of the pain, she almost wasn't able to recognize armor girl standing before her with a helmet in her hand that looked like it was falling apart. Not surprising since the piece of armor looked like it had been seriously mangled. However, as she saw the various bits and pieces fall from the lady knight's gauntlet-covered hand, she couldn't shake the feeling that there was something familiar about it.

It was when the upper right hand corner of the faceplate part of the helmet fell just right so that it appeared to be looking at her that she saw an eye looking back at her.

I mAy LoSe mY PlAcE iN YoUr BoDy, BuFfY sUmMeRs, BuT yOu WiLl **NEVER** fOrGeT Me! ThIs wIlL MaKe sUrE Of iT!

The bizarre voice she knew had come from the falling helmet fragment had barely finished speaking before the pieces that were falling to the ground glowed with an unnatural white light. Armor gal seemed shocked by this but before the cryptic gal could do anything the glowing pieces shot towards her like an arrow from a crossbow before they slammed into her head sending her to pain that sent her straight to la-la land.

She just hoped that when she woke up she'd feel better because pain was most definitely not her friend.

_**Willow's POV, Moments Earlier**_

"Well that was disappointing!" Xander said as he set his new katana on his shoulder like a baseball bat. "I thought lizard boy would last a little longer than that."

"Yeah, yeah! You chopped up the big gecko real good, dweeb!" Cordy sniped from her place near the rapidly vaporizing remains of the masked scorpion demon thing. "Just put your eye patch back on! I'm having a bad enough night as it is without having to deal with the heavy light you're putting out."

"Sure thing, Cordy," Xander said with a smirk at the loss of composure the socialite was experiencing at the moment. "I think I dropped it over there though. Give me a moment."

While she might not ever agree with Queen C, she had to agree that she'd feel better when her best friend put the eye patch back on. When he'd taken it off earlier, she'd been shocked by the degree to which his power skyrocketed and it had reminded her of the time when she'd gone from hearing the music played from outside the music room at school to opening the door to hear it at without anything interfering. Almost out of reflex alone she'd drawn on her own spirit power just to give her sufficient protection from the oppressive force of the energy Xander had and still was putting out. While it had allowed the four of them to pull out the weapons they needed to defeat the masked demons, now that the fight was over with she would prefer it if they could all relax now. Looking down at the katana in her hands, she had to wonder how it was possible to take something you found in your spirit and make it appear in the real world. It was completely unlike anything she'd read about in some of Giles' books but, then again, she'd only started since the day after Halloween so perhaps it was in a volume she hadn't looked at yet. It was definitely something they'd have to talk to the Watcher about as soon as possible.

She was just about to ask Cordy if she had her cell phone with her when she heard the sound of something heavy hitting the ground from the same direction Xander had been going in. Whirling around, she was shocked as she saw her friend down on one knee looking like it was beyond his strength to stand back up based on the way his legs were trembling.

"XANDER!" she exclaimed before running to his side, "What's wrong?"

"Heh, I think I may have overdone it a bit, Wills." Xander replied as he looked over to her with eyes that glowed with an inner orange light. "Using that much spirit power has maxed out my body and it's only getting worse without my patch. Get it for me, will ya?"

"Sure. I'll be right back!" she replied before running for the spot where her best friend had been standing when he'd taken his eye patch off.

She looked in every direction for the bit of leather that her friend had worn ever since Halloween. It was pretty distinctive despite the fact that it was just a little bigger than his eye socket with three leather strings hanging from it so that he could secure it to his face. It took her a couple of minutes but eventually she found the item and after wiping some of the blood off of it with her sleeve she brought it back to Xander.

"Here!" she said putting it into his uninjured hand.

"Thanks Willow." He said as he put the eye patch back on with only a little trouble.

Almost the instant he finished securing the patch the spiritual energy he had been putting into the air around them disappeared. With a sigh she reigned in her own spiritual energy just like Giles had taught her since with the battle over with there was no need for it anymore. However it was when she did so that a fact popped up in front of her mind that she'd more or less ignored it up until now since there'd been more important things to worry about.

What was that fact?

It was the fact that Cordy had clearly stated that she could see the spirit demons when Ford couldn't and had manifested a sword just like the rest of them.

Focusing on the Queen of Sunnydale High School just like she had the morning after Halloween when she'd sensed Buffy approaching the library, she looked deep and, just as she'd thought, Cordelia had a strong core of spiritual energy just like the rest of them. Did something happen on Halloween to her as well? No. She remembered that night well and Queen C had been unchanged by the spell Ethan Rayne had cast that night and hadn't shown any unusual abilities at all. Nevertheless, there was no denying the power she could sense coming from the teenage socialite and that made her wonder how the dark haired girl had gotten it. She was about to ask a question to that effect when yet another thump reached her ears and this time it was Buffy who was down but unlike her best guy friend, who wasn't (unfortunately) her boyfriend, the Slayer was lying flat on the ground.

"BUFFY!" she exclaimed while peripherally wondering if this was the beginning of a trend for her.

Running to the blonde's side, she immediately tried to shake her friend awake and, when that didn't work, she tried yelling. Only when she was satisfied that Buffy wasn't going to be waking up on her own did she go through the usual steps of checking a person's vital signs just like in First Aid class. It was when she confirmed a pulse that she breathed a sigh of relief since it likely meant that the blonde was just unconscious rather than dead. After looking over the warrior girl's body, she couldn't see any serious wounds that would cause a person to go unconscious but given that they were in Sunnydale that didn't mean that the situation wasn't serious.

"Cordy? Do you have a phone?" she asked as she rolled the Slayer onto her back.

"Duh! Of course I do!" Queen C replied before she rifled through her purse before withdrawing a cell phone, "Unlike you middle class losers, I can afford to get one."

"Call Giles and get him to come pick us up." She ordered as she tried to do whatever she could think of to care for Buffy until someone with more experience arrived. "Buffy and Xander aren't in any shape to walk anywhere."

"So? Just call a cab." Cordy said with a contemptuous look on her face, "If we wait for that librarian, it'll take forever for him to get here in that rust bucket he drives."

"Do you honestly think we're going to get a cab at this time of night?" she asked, pointing out a tendency of Sunnydale citizens to stay in after dark. "Or do you think that even if we did get a cab that they'd just overlook the fact that Buffy and Xander have been in a fight?"

"Alright, fine!" Queen C declared with annoyance at the defeat she'd been dealt, "What's his phone number?"

Rattling off the number as though it was nothing, she looked about doing her best to keep an eye out for vampires or the like. She knew that they'd made quite a bit of noise with their fight and the blood still dripping from Xander's arm would likely carry on the wind for quite a distance. While she didn't think they'd be helpless, neither would they be safe because the spirit demons they'd dealt with had essentially been mindless animals. That made them difficult but not impossible to handle. However with vampires it'd be much harder since they were just as smart, if not smarter, than they were and without the Slayer to help them they'd be in a serious pinch. She seriously doubted that the walking undead would just stand there and let their heads be severed from their bodies, although it'd be nice if they did.

"Alright, he said he'd be here in ten minutes." Cordy said, snapping her cell phone shut.

"Hopefully that'll be quick enough." She said, praying mentally that for once their luck wouldn't take a turn for the worse.

_**Nearby, Same Time**_

_YES! The Master will be so pleased when I report this to him!_ Thought the observer from his hiding place outside of the park. _Maybe it'll be enough to get me transferred someplace more worthy of my talents!_

It had been so long since he'd first been dispatched by his creator to monitor the four specimens that had been hidden in the world of the living that he almost remembered nothing before then. At first he'd thought that the job would be his chance to shine but then he'd been told he'd be subordinate to someone else. It also turned out that his boss would be the one person he truly hated being around. He'd tried to convince the Master that he would be much better suited to being in charge but all his pleas had been shot down without mercy. Thus he had been forced to work under that fool in a variety of ways both demeaning as well as humiliating. It had only been when the moron had let his body be eaten by those thugs that he'd been promoted to head the surveillance efforts, as well as the position held by his former superior.

He should have been happy but instead he found that his life had only gotten worse both at home as well as at the job that was his current cover.

_Well, that's all over with! With this information I'll finally be able to ask for a transfer!_ He thought as he turned away from the four test tube specimens, _There's no way He will force me to stay in this kami forsaken place!_

With that single ray of hope to cling to, he immediately began to make his way back to his home so he could establish contact with the Creator and make his report. While not quite humming, he was still in such a good mood that, if a human who knew him had seen him, they'd be convinced he'd had a mental breakdown.

_**Giles' Apartment, The Next Day, 8:00am, Giles' POV**_

_I do hope that the children realize what I go through to help them._ Giles thought as he gathered his things for another day at work, _Getting Buffy and Xander excused from classes without penalty while they recover will not be a picnic especially where Snyder is concerned._

Indeed it would be difficult for him to convince Snyder not to make trouble since it hadn't been too long ago that the duo had been excused from classes in order to get a handle their new spiritual powers. Finding another excuse so that Buffy and Xander could recover from the wounds they suffered fighting the masked demons the previous night would truly take some creative thinking. At the moment the most reliable excuse he had was that the two had stumbled onto a meeting of gang members on PCP and had only narrowly escaped. He would go on to say that on doctor's advice they were remaining home for at least three days before returning to classes. Hopefully that would be long enough for Buffy's Slayer healing ability to repair the damage to her shoulder and provide him with enough time to at least partially heal the lacerations on Xander's arm. The local hospital could only do so much and the cuts the teenager had received from the masked lizard demon didn't match anything that could be explained away to the unenlightened. If he could fix it even halfway then it would stand out less if someone saw it during class or in the locker room.

He was two feet from the door when his phone rang and for a few moments he contemplated ignoring it since, if the person on the other end had something truly important to say, they'd call back later. Then, however, he knew the possibility existed that it might be Council related and that ignoring it until later would be unwise. With a sigh he turned away from the door and walked over to the phone before picking it up.

"Giles residence. Rupert Giles speaking," he said in his traditional way of beginning a phone conversation.

"Rupert, Quentin Travers here. I trust that I didn't catch you at a bad time?" asked the head of the Watchers Council over the phone.

"Of course not, Mr. Travers. To what do I owe this pleasure?" he asked doing his best to act like a textbook Watcher despite the contempt he held towards the man personally.

"Well, I wished to inquire as to whether or not anything of note occurred while your Slayer was out on patrol. Our intelligence reports from the surrounding areas suggest some rather abnormal spiritual energy has been appearing as of late in your vicinity." Travers replied in a conversational tone, albeit with a bit of steel around the edges. "Has Slayer Summers encountered anything that might explain this?"

He had been expecting a call like this ever since Halloween night but he had hoped that the vague and short worded report would have been enough to buy a few weeks' worth of breathing space. By then he was certain that a suitable explanation for his charges' sudden wellspring of spiritual energy that would allow them to retain their current lives rather than become enforcers for the Council. He had little doubt that once Travers and the others became aware of the power the four had been given Halloween night, they would do everything they could to hone them into weapons, weapons that would not only expand the Council's influence in matters of anti-demon warfare but also give them a bigger role in combating spiritual threats. He didn't want that for them but now he was going to have to do some very creative thinking to keep Quentin from sending a team to Sunnydale, assuming the oaf didn't come himself.

"As I believe I stated in my report there has been evidence that some of the local citizenry have retain some aspects of their Halloween costumes. I'm still in the process of constructing an accurate list of costumes that might have been enchanted," he replied, trying to be truthful without giving anything away. "As for last night, Slayer Summers did report encountering three masked demons. They proved a challenge for her but were slain. Only one civilian casualty that I'm aware of."

"Masked demons?" Travers inquired with an odd flavor to his voice, "Did she provide any details as to its appearance?"

"Some. She said they resembled known normal animals but they were distinctly larger and had a very distinct howl when they chose roar," he replied, giving just a little bit more truth than he'd intended in an effort to see if he could gain more information from the Council on the spirit demons.

"So Hollows are in the area." Quentin muttered at a volume almost too low to be heard.

"Excuse me? Hollows?" he inquired never having heard the term before.

"A breed of malicious spiritual entities that are born when a human soul fails to pass on and instead linger in the land of the living," Travers replied with only a moment's hesitation. "They are a great deal more dangerous than most of the malign spirits you were likely educated on at the academy. They seek out those humans with above average spiritual strength and devour them."

"What weaknesses do they possess?" he asked, venturing a bit deeper into the conversation to acquire every kernel of information that he could on this new threat.

"Very few, I'm afraid. Weapons of spiritual nature are the most effective," Travers replied after a moment's silence. "Arcane barriers can keep them out, depending on how strong they are. In this case, however, you may be dealing with an anomaly in the species. According to our records, their kind normally avoids Hellmouths as its aura is repugnant to them. For Hollows to be showing up in Sunnydale means either they've gained greater tolerance for its effects or something about Sunnydale has changed recently allowing them to enter the city limits."

_Most likely it was the rather explosive manner in which I terminated Ethan's spell._ He thought after a quick review of the recent past, _Chaos magic at its best is difficult to predict. The explosion of energy likely disrupted the normal atmosphere of the Hellmouth weakening the effect it normally has on these Hollows._

"I would wager it had something to do with Ethan Rayne's chaos spell Halloween night," he stated without saying anything that wasn't in the official report he'd made. "I was forced to terminate it in a rather unconventional manner and the resulting implosion may well have disrupted the energy field permeating the Hellmouth."

"Most likely. Our experts say though that this disruption should correct itself by the end of the American school year," Travers said in a manner indicating he'd prefer a more definitive explanation. "Until then you should remain on the alert for more of these dark spirits. If three have made their way into Sunnydale then others will follow them until the Hellmouth returns to normal. I'll have a package of spiritually enchanted weaponry shipped to your apartment via priority courier. Treat them properly because they are not easily made."

"Of course. I'll be sure to maintain them with the utmost care." He stated understanding that some weapons used against the darkness were hard to replace.

"Very good then. Keep up the good work, Rupert," Travers said professionally and with a bit of optimism. "Be sure to keep us apprised of any future changes to the Hellmouth. Goodbye."

As he heard the phone click on the other end, he had to wonder at the odd feeling the conversation had left in his mind. While it had been most fortuitous for him to gain some information on the masked demons Buffy and the others encountered the previous night he couldn't shake the idea that somehow he'd given something away that he shouldn't have. He reviewed the conversation mentally but only got halfway before he realized he was late for work and being late would only make convincing Snyder harder to accomplish.

He was certain as he left the apartment that even if he had let something slip it wouldn't be enough for the head of the Watchers Council to take action.

Perhaps make a few inquiries but certainly not send a team to Sunnydale.

_**Office of Quentin Travers, England, 4:20pm Local Time, Quentin Travers' P.O.V**_

_It was an admirable attempt Rupert, old boy, but not quite enough to pull the wool over my eyes._ Travers thought as he contemplated the contents of his glass of quality scotch.

While he didn't have all the facts, he did know enough to say for certain that Watchers Giles was concealing a very important fact from the rest of the Council. That fact, of course, being that either Rupert had access to significant resources in the area of combating spiritual threats or his Slayer had recently acquired potent spiritual powers that went beyond what one of her heritage should have. Such an anomaly had to be investigated in detail, especially if it could be determined **how** Slayer Summers had acquired said powers. If they could learn that then they could replicate the procedure with others or, at the very least, with the next Slayer to be Called to perform her sacred duty. That would allow them to broaden the influence of the Council into spiritual matters. Exorcisms, evil spirits and the like would no longer be so limited by the few Watchers possessing spiritual power, nor by the few spells that didn't require such an aptitude. They could truly become a factor in such matters worldwide, such as that fabled organization was before they'd been decimated a little over two hundred years ago.

Except in their case they would endure forever no matter what was thrown against them.

The question now became what should he do with the suspicions and information at his disposal. Despite the fact that Rupert Giles was indeed hiding things, his family was prestigious enough that many on the governing board of the Council would choose to believe that he had his reasons. Even with the reports he'd received of increased spiritual energy in the vicinity, the most he would be able to convince them to do is send an independent investigation team to see if something important was being concealed. He could certainly influence who was selected for that team in order to make sure that the most competent people were sent, as well as Watchers who wouldn't show favoritism to the Giles family. Nevertheless, it bothered him that he wasn't able to get to heart of the matter more quickly. It was always his preference to settle matters decisively and efficiently rather than let things be bogged down by the bleeding heart members of the Council. The forces of darkness that plagued this world would not wait until the Slayer 'got closure', nor would they wait for a Watcher to finish coddling their Slayer.

He was about to call for a meeting of the governing board when there was a knock on his office door by someone requesting entrance.

"Come." He stated loud enough to be heard even though he wanted to get this minor matter resolved as quickly as possible.

When the door opened he immediately recognized the young woman as Ms. Granger from the information collection and distribution department. A relatively new recruit, only with the Council for a little over two years, but skilled enough at her job to gain his notice and so he would take what she was about to say seriously.

"What can I do for you, Ms. Granger?" he asked in a manner befitting a benevolent superior.

"Mr. Rogers, my superior, asked to inform you that a new Slayer has been called in Japan," Ms. Granger replied officially once she arrived at the necessary distance from his desk. "The girl is one of the potentials that was considered to have a less than ten percent chance of being Chosen out of the likely candidates on the Primary list. As such she was not paired with a Watcher upon discovery but an observer was placed closer to her just in case she managed to beat the odds. It was a…Watcher Tanaka."

It took every ounce of his considerable willpower not to allow the utter surprise show on his face. As the surprise faded though his mind raced to determine how such a thing could have happened. Based on the discussion he'd just had with Watcher Giles, it didn't sound as though Slayer Summers had perished and, considering that it was daytime in California, it was unlikely that she'd died during the call itself.

"Any report from Watcher Dormer?" he asked just in case it was the Boston Slayer who'd died.

"No. Not that I can recall," Ms. Granger replied after pushing her glasses further up her nose. "After Slayer Lehane was called upon the death of Slayer Kendra, Watcher Dormer has been fairly regular in her calls. I believe the last one was this morning."

"Hmmmm. Interesting." He muttered as he considered the facts that had been presented before him.

If neither Slayer Summers nor Slayer Lehane had perished and thus triggered the Calling of a new Slayer, then there had to be some other factor involved. Something monumental enough to bring about the existence of **three** Slayers when in the entire recorded history of the Council there had always been just one at a time. Given that only Rupert had been behaving suspiciously in recent days and the independent reports he'd received he was certain that the source of the issue could be found in Sunnydale.

"Send out a summons, Ms. Granger. I, Quentin Travers, do hereby summon the governing board of the Watchers Council." He ordered with a tone that brook to defiance, "Ever since Slayer Summers was Called changes have been occurring at an alarming rate. If the Watchers Council does not seize control of the situation that's developing, it could mean dire times for the human race."

"O-of course! At once, Mr. Travers," Ms. Granger said before leaving the room with as much urgency as dignity would allow.

Once the door closed, he began to mentally draft his statement to the governing board that would allow him to send a full investigation team to Sunnydale.

_And if they should find sufficient evidence to warrant the termination of Slayer Summers and Watcher Giles, then they will be permitted to do their duty._ He thought as a small grin formed on his face. _**Without**__ those bleeding heart modernizers getting in the way._


	5. Ominous Rumblings

Disclaimer: I do not own any of the copyrighted material contained herein. They belong to their respective creators and associated companies. I make no profit off of this whatsoever. I write only because there are those that enjoy my work and because I find it fun to write fanfic. Therefore I would appreciate it if the companies and creators would refrain from filing lawsuits against me. I can assure them that anything they get from me will not cover even one tenth of their lawyer fees.

_**Three Days Later, Sunnydale High School, Noon, Buffy's P.O.V**_

With every step that she took there was a moment of hesitation before the next step was taken but the reason she had to come to the school on a weekend was too important to be left for later.

Nevertheless, her moments of hesitation doubled the amount of time it'd normally have taken to get to the library and, when she finally stood in front of the doors, she wondered what she would find on the other side. Would it be the British man who'd been like a second father to her? Would it be a Watcher who would leave her if ordered to? She didn't know but, one way or another, she'd soon receive her answer. Taking a deep breath in an effort to settle her nerves, she pushed open the swinging doors and entered the sanctum of books that was Giles' second home. It didn't take her long to find the older man sitting at the main table reading one of his dusty old books and it didn't take him long to notice her arrival. With a careful closing of the book, he stood up to greet her but she could tell precisely when he noticed how she was feeling as his movements went from casual greeting to concerned Watcher.

"Buffy? What's wrong?" Giles asked as he briskly approached her.

"Giles… I think my Slayer powers are gone." She said blurting out the reason for her coming to the library.

"What do you mean?" he asked, sounding distinctly shocked by the development as well as eager for an answer.

"I mean they're gone. Things I usually have to be careful with don't do a bit of damage now whether I watch myself or not," she explained getting more and more agitated as she spoke. "I had trouble opening a bottle of strawberry jam because it was screwed on so tight! A **bottle** of **JAM**!"

When she'd first noticed the difficulty she was experiencing in opening the bottle, she'd initially written it off as her not paying enough attention to what she was doing. When she'd put a bit more effort into the action and it still didn't open, she'd thought that her mother had screwed the top on insanely tight. It had only been when she'd been pushed to use all the strength she dared to use without causing the glass the bottle was made out of to break that it budged at all. This had distinctly wierded her out but it hadn't been until she'd barely managed to dodge a soccer ball kicked by one of the neighbor's kids that she'd gone to outright scared. She'd immediately made for the school as fast as she could and the fact that she'd arrived there even a little winded made it clear that her Slayer powers were gone, or at the very least reduced to practically nothing. She explained all this to Giles and she could tell that he was very thoroughly going through the giant storehouse of facts that he had stored in his head.

"Well, this is certainly an odd situation," he stated before taking his glasses off to clean them. "However I believe that I have a theory as to what may have happened. We know for a fact that you had your Slayer abilities up until you lost consciousness fighting the masked demon spirits. Would it be safe to say that your Slayer powers rapidly declined after that night and you simply didn't notice until this morning?"

Thinking back to the days since the fight in central park, she supposed it might have been possible that her Slayerness had been fading without her realizing it. Giles had been so worried about what had happened to her at the end of the fight that he'd told her to take some time off before resuming her usual patrol schedule. Not one to turn down some time off, she'd pretty much taken it easy the entire time and tried to soak in this unexpected period of time where she could just do normal teenage girl things.

"It's possible," she replied, not able to be any more definite then that.

"And you stated that, before you lost consciousness after the fight, you saw a young woman clad in armor holding fragments of armor that had been seriously damaged?" he asked as though confirming what he already knew.

"Yeah. I'd seen her once before during the Halloween spell and she was the one that helped me get the sword," she replied, telling her Watcher all the pertinent facts.

"Hmmmm…I thought as much. Based on the available information, I believe that this lady knight you've encountered is a manifestation of your recently acquired spiritual abilities," he explained before putting his glasses back on. "If that is indeed the case, it is likely that she viewed the Slayer essence inside of you as an enemy, perhaps even as a rival. It is likely the manifestation of your wakizashi was some sort of tipping point and that resulted in the Slayer essence being forcibly expelled from your body. It would explain the extreme pain you felt, as well as time it took for you to regain consciousness."

"Y-you mean I'm not the Slayer anymore?" she asked as her brain almost proved unable to process the information.

"In all likelihood… no." he replied, as though hesitant about saying anything definitive before exhaustively researching the subject.

Nevertheless that one statement was enough to stun her to the point where the outside world might as well not exist for her. Her curse, the thing that had deprived her of a normal life, was now gone, leaving her a normal girl with no tragic fate of dying young to worry about. It was almost too much for her to believe. She remembered the early days after being Called, when she'd resisted the idea that was under any sort of obligation to fight demons at the expense of living her life the way she wanted to. After it became clear that she'd never be totally free of it, she'd done her best to divide her time equally between her duties as the Slayer and the life she wanted as Buffy Summers. She might have given up on being completely free of her Calling but there was no chance in hell that she'd let it dominate her life.

Now… now it was gone and she wasn't completely sure how to handle the unprecedented development. "Then what's going to happen now?"

"I imagine that I will have to make a report to the Watchers Council informing them of your loss of power. There will likely be some… difficulty since I have omitted the existence of your spiritual power, as well as what the others now possess," he replied, sounding like he wasn't looking forward to speaking with his fellow Watchers. "They may attempt to retain your services or they may not. I cannot say for certain. They will likely send a new Slayer and Watcher to guard the Hellmouth before recalling me to England."

"You'll be leaving?" she asked, seeing that as the most important part of the reply Giles had given.

"Buffy… I was assigned here as your Watcher. At first it was simply a duty to perform and a Slayer to guide in her duties," he replied with unbiased honesty in his voice. "As time passed, though, it felt less like duty and more like helping a friend shoulder a difficult burden. Now… now I feel you couldn't be closer to me if you were family. I will do all I can to remain in Sunnydale and if they pressure me to return, I will… take the necessary steps."

She couldn't help but smile at the admission Giles had just made and it warmed her heart that he considered her to be as close as family. While she didn't like the trouble that the Watchers Council would likely send their way once the truth came out, they'd deal with it when they came to it.

"Until then, I believe it would be both to your benefit as well as the others to learn as much as you can about your spiritual powers and how to wield your swords." he stated, taking on a more professional tone of voice.

"What do you mean? If I'm not the Slayer anymore, why do I need to do any of that?" she asked, uncertain how they'd gone from her not being the Slayer to needing to learn how to fight.

"Just because you're no longer the Slayer does not make Sunnydale any safer to live in, Buffy. Demons and the like will still target you if for no other reason than you were once the Slayer," he explained with his usual patience. "Add to that the fact that you no longer possess the instinctive ability to wield various weaponry and you will likely need to learn from scratch. Then, of course, there are the Hollows that will likely continue frequenting the Hellmouth for several months."

"Hollows?"

"I'm sorry. I haven't had a chance to inform you of what I learned three days ago during a call I received from the Watchers Council. The masked spirit demons you and the others encountered are called Hollows." he replied before telling her all about the monsters that they'd fought in the park.

What she heard wasn't good and it made Giles' offer to train the Scoobies make a great deal of sense. Even if for some reason she and her Mom moved away from the Hellmouth, they'd still wind up running into those masked monsters sooner or later. Add to that the fact that not being the Slayer meant that she no longer had the instinctive skill of all who came before and she'd need to gain some skill of her own if she expected to last past her first encounter.

That meant the choice she had to make was obvious.

"So when's the first class?"

_**A Clearing in the Forest Outside of Sunnydale, One Day Later, Mid-Morning, Willow's P.O.V**_

"I don't see why we couldn't just do this indoors!" Cordelia griped even though she didn't stop going through the exercise Giles had demonstrated with her katana. "It's dirty here and it smells."

Rolling her eyes and only partially ruining her latest overhead slash, she had to wonder just how many times Queen C would make the same complaint before the socialite would accept Giles answer.

"We are doing this in the clearing, Cordelia, because neither the library nor my apartment has both sufficient room as well as privacy to conduct these training sessions." Giles did a remarkable job of keeping the annoyance out of his voice. "Now please concentrate on mastering the technique I just showed you."

"Yeah, yeah!" Cordy said before putting forth a little more effort into swinging her sword like Giles had demonstrated to them half an hour ago.

It had been something of a surprise this morning when she'd been called by Buffy, who'd told her that Giles was going to teach them how to use their new swords. At first she'd been a little reluctant but, when she realized that she might get a chance to see Xander all muscley and sweaty, she'd asked for the where and the when. An hour later the four of them were in a large clearing in the forest outside of Sunnydale and fifteen minutes from the nearest road, their swords in hand ready to learn. She'd been a little surprised to see Cordy there, since she figured that the socialite would reject Buffy's call and make some comment about not wanting to associate with losers any more than she had to. When she'd asked at the beginning of the lesson, Queen C had simply said that if more of the masked spirit demons Giles called Hollows were going to show up, then it only made sense to learn how to use her sword.

It made perfect sense to her but she didn't have to like it, especially since Xander kept looking at Cordy's chest every time the curvier girl swung her sword.

It almost made her wish that her Halloween ghost body was her real self rather than the mousy redhead that clearly wasn't enough to capture her best friend's interest. She'd never really had a problem with her looks; she'd been content being who she was, but perhaps that'd been because she had never really thought she could be anything other than that. She wasn't as beautiful as some of the girls that hung around Cordelia and she certainly didn't have a body that would have some of the hottest guys in school looking in her direction, much the less the one guy she wanted. Buffy had made efforts to get her to change her appearance and be bolder, but every time she'd thought about it all she could imagine was being verbally assassinated at school by all the popular people. That was all it took to make her retreat back into her shell and refrain from doing anything that would make her a target for the upper class members of the student body.

Now, though… now she was beginning to wonder if the time had come for her to make an honest effort to change.

She was already different enough with her new spirit powers, her instinctive fighting ability and now her katana, so why not go the rest of the way? It was with that mindset that she was doing her best to master what Giles was trying to teach them, no matter how tired and sweaty it was making her. What surprised her a bit, though, was how easy she was able to swing her sword around. She knew that it didn't weigh more than four pounds but she'd expected herself to be a complete klutz with it and stay that way for at least half a dozen lessons until she got a better feel for it. It almost made her think that she'd been a swordswoman in a past life and, considering some of the things that she'd encountered since becoming friends with Buffy, she wasn't going to rule it out. If that was the case, maybe she could get good enough quickly enough to outshine everyone else and that would definitely get Xander's attention. That thought made her grin as she continued to practice the overhead slash that Giles had showed them before asking that they perform fifty of them precisely as he'd shown them.

"Very good, Willow! You are doing quite well considering you've had no prior instruction." Giles complimented with a nod in her direction.

Her confidence rose quite a bit at this but a shadow of her old self, the one she had just chosen to leave behind, warned her not to let the praise go to her head. She was just beginning to learn how to use the katana and, even if she'd been a swordswoman in a past life, it'd take time to reawaken the skill she may or may not have had in that life. With that in mind she tempered her increased confidence with the fact that she was new to the way of the blade but still took some satisfaction in the fact that she was making progress. Looking over at the others, she tried to appraise how well they were doing, or at least if they were starting to get the hang of it.

Xander seemed to be taking it as serious as she was but, unlike the rest of them, was a few steps away and swinging his sword in a direction that the rest of them weren't in. It was something they'd learned early on in the lesson that while Xander's control over his spiritual energy was improving, it was not yet perfect. When the only son of Jessica and Tony Harris had taken his first serious swing with his katana, he'd accidentally unleashed some sort of energy slash attack that had cut a nearby tree deep enough to cause it to topple to the forest floor. From that point on it was universally agreed that he should always be facing away from them, or at least in a direction that would not endanger the rest of them if it happened again. His swings were getting smoother but it was also clear to her eyes that he was still using his sword like a baseball bat or a lead pipe. If Giles' initial explanation of how a katana should be used was accurate, her friend was trying to skip the initial steps. The Watcher said they had to master the basic techniques first and, only once that was done, would they begin to add speed as well as strength to the movements.

Buffy, on the other hand, looked like she was relearning something she'd taken lessons in five or more years ago. Her movements had more confidence in them but there were points where it looked like she'd forgotten a step or two, though those moments were few. She supposed that it only made sense given that she was the Slayer up until a few days ago and **BOY** wasn't that something she'd never expected to say. After all, since she'd learned about Buffy being this demon killing warrior girl, she'd been told that the only way to leave the job was to die. According to the blonde, the only powers she had now were her spiritual ones but, as she'd learned during the nights she stayed in her room, they would be plenty. Using the fact that her parents were away on the seminar circuit to her advantage, she'd experimented with her spiritual energy to see precisely what she could do with it. She found she could enhance her physical strength to levels comparable to what she'd seen Buffy possess prior to Halloween. She also knew that they could channel their energy into weapons to make them more durable or make their destructive potential greater. The only bad point about that was the fact that, so far, only her new katana was able to handle the power since, when she'd used a few of the knives from the kitchen, they'd snapped after dealing with the energy for five minutes. Still, she planned on telling the rest of the group once they'd gotten a handle on using their swords properly and she was sure that Buffy would be happy that her new powers wouldn't be completely different from her old ones.

Cordelia, no surprise, was doing the worst of the lot of them. Considering that the cheerleader pretty much hid behind her, Buffy or Xander when the demons came, it was no wonder that she was swinging her sword like a class one amateur. About the only admirable thing she could say about the busty brunette was the fact that she seemed to be putting forth a decent amount of effort to learn what Giles had to teach her. The socialite had been complaining and did look as though she was taking these lessons with a great deal of reluctance, but nevertheless was trying to learn. This wouldn't cause her to change how she felt about the cheerleader, both in general as well as in regards to Xander, but until the girl crossed the line, she'd do her best not to pick a fight.

"How long do you figure it'd be before we'll be able to spar with one another?" Xander asked, taking a break from his practice swings.

"Normally it would take upwards of ten years to learn even the basics of how to wield a katana, though we don't have that sort of time. According to what I learned from the Council, Hollows normally avoid places like the Hellmouth due to the demonic energy field around them," Giles replied as he looked up from the lawn chair he'd brought with him. "Due to the manner in which the chaos spell was neutralized, this field has been disrupted, making Sunnydale more hospitable for them. The demonic energy field also won't likely return to normal until June or so.

"That means until the end the school year, you four will be the only defense this town has against them. I've begun research on some additional measures but unfortunately, aside from erecting some barriers, I am afraid there's not much else than can be done," Giles explained looking a little concerned. "As such, I will have to give you the cliff notes version of kenjutsu which should only take three to four months to complete. So long as the Hollows you encounter do not possess anything resembling skill or above average intelligence, you should be able to kill them with a bit of teamwork."

"So how'd you learn kenjutsu anyway, G-Man?" Xander asked, looking like he was getting over how long it actually took a person to learn how to wield a katana.

"I learned it during the first three summers during my Watcher Academy days," Giles replied, rolling his eyes at Xander's nickname for him. "My roommate at the Academy dorms, Wu Fei Tanaka, came from a family that owned a dojo outside of Kobe that had been around for generations. During my early years at the Academy, my… relationship with my father was somewhat strained. This being the case, I was understandably reluctant to return home when classes ended for the summer, so when Wu Fei invited me to spend the summer at his family's dojo, I accepted."

For the next hour or so practice was put on hold as they learned a bit about Giles' past and his time in the land of the rising sun.

The time was not wasted in her opinion.

_**Two Weeks Later, Outside of Sunnydale High School, Evening, Xander's P.O.V**_

"Ya know, I think we're getting the hang of this!" Xander said with a smile as they entered the parking lot of the High School.

"Yeah! And if we can keep from demolishing entire blocks of real estate, we'll totally be pros at this." Cordy sniped as she brushed off some dirt that had gotten onto her clothes.

He had to silent at that because, whether he'd like to admit it or not, there was definitely some refinement to be had as far as their swordsmanship was concerned. It had been two weeks since they'd started taking lessons from Giles, two hours on weekdays and six hours on weekends, and half that time since the Hollows started popping up almost as often as the vamps. The Scoobies had already told Giles that they thought someone might be purposefully luring the Hollows to Sunnydale for some reason but that fact didn't mean a whole heckuva lot. Apparently information on the masked spirit monsters wasn't easy to come by and the Watchers Council was, as usual, dragging their heels as far as passing along what they had was concerned. As a result, the tweed wearing Brit was being forced to check with some of his other resources and, while more likeable than the Council, were being about half as slow when it came to getting the needed facts to them. Giles had said that until he was able to determine how a person could lure the evil spirits to Sunnydale in a controlled manner they should be extremely careful.

Needless to say, all of them had fought the urge to roll their eyes and say 'duh!'.

Still, for the past week, sticking together as a group of four had proven to be a good idea since their lack of experience and untested skills were such that taking on a Hollow alone was potentially dangerous. Fortunately so far the Hollows hadn't been showing up in groups larger than three so, with a little teamwork and a lot of luck, they'd managed to work out a system for slaying them without there being too much danger for any of them. It certainly hadn't gotten bad enough that he'd been forced to take off his eye patch again and for that he was thankful. While it had given him an awesome power boost during the fight in central park, it had seriously maxed him out shortly after he'd put down the lizard Hollow. A night's rest and taking it easy the next day had undone most of the damage but it had made it clear that his body wasn't strong enough to handle channeling that much power for very long. As such, it had been decided by one and all that unless things really went down the crapper that he'd keep the patch on, if for no other reason than to save the others the trouble of carrying him home.

_Still, even with the patch blocking most of my mojo, what I got left is apparently enough to let me slice through concrete._ he thought as they got onto the path that'd lead to one of the main building's various entrances.

He'd been working hard on reigning in the extra power so he didn't wind up making extra work for the town maintenance crew but it was proving to be as hard as learning to walk on rice paper without ripping it any. It was like he had so much spirit power that keeping it completely under control was impossible and controlling it as much as he had been was the most he could expect to accomplish. He'd already borrowed a couple of books from G-Man on meditating and one on controlling one's inner energy but it was sort of hard making sense of what was written in them. Whoever had written them though had clearly done so with the mindset that the people reading it would already have a good grasp of the subject the books were centered on. Still, he was making progress and was pleasantly surprised to find that meditating and controlling one's energy was more complicated than just sitting down and doing nothing for hours on end. It'd still take some time before he'd get the hang of it and start seeing some results but he'd stick with it until he got bored with it or came across something that sounded like it'd be more effective.

"Yeah, yeah! It was only two buildings I banged up and both of them looked ready for the wrecking ball," he said in defense of the mistakes he'd made on patrol tonight. "They were probably vamp nests, too, so it'd be no loss if they come tumbling down."

"And if they belonged to someone?" Buffy asked out of mild curiosity.

"Then I hope they had sense enough to insure those places." He replied in an offhand manner as the doors closest to the library.

He was about to add a comment about how someone would have to be stupid not to insure their places of business in a place like Sunnydale when an odd feeling touched his mind, like a foul smell. It was just as he identified what he was feeling as someone else's spiritual energy that the others picked up on it as well given that they stopped walking.

"You guys sense that?" he asked as he tried to pin down precisely where the smell was coming from.

"Yeah, and it makes me wish I could wash my brain." Buffy replied with disgust at what she was sensing. "Any idea where it's coming from? I got a general direction but that's about it."

For a moment no one said anything as the stretched out with their spiritual powers to get the information needed to formulate an answer. It was Willow who both got an answer and lead the way as they began to run towards one of the locked doors that only the janitor or a faculty member would have the keys for. Placing his left hand on sheath of his katana, he loosened the blade a bit with his thumb just in case things took a turn for the violent.

It didn't take them long to get to the source of what they were feeling but, when they did, all of them understood why the thing had such a metaphorical bad stench. Walking ever so unsteadily towards a man who looked like he was frantically trying to get the locked door open was some sort of zombie. Stretching out with his own senses, he confirmed that the female zombie was the source of the stinky spiritual energy they'd all picked up on. However, when he pushed a little deeper, he found that the spirit in the corpse was definitely not human because it didn't match what he usually picked up when he tried to sense the spirits of the Scoobies. It felt… wrong. He couldn't describe it any other way and since it looked like it wanted to harm the guy trying to get into the school, his path was clear. With speed fueled by his spiritual energy, something Willow had showed him how to do on weekend, he quickly placed himself between the corpse and its prey. Drawing his katana, he brought it up into a strong defensive stance just like Giles had shown him during a lesson before looking the zombie in its glowing green eyes.

"Sorry, Mrs. Lurch, but we got a strict 'no brain eating' rule in this school. I'm afraid I'm gonna have to ask you to leave," he said as he watched the others take up positions to reinforce him.

For a moment it looked like the zombie woman was going to ignore him but then it seemed to sense something and **BOY** did it cause a reaction in the shambling corpse. With movements that could only be described as fearful, it backed away from him and the others, seemingly focused on their swords.

"Z-z-zan…paku…to!" rasped the corpse with barely functional vocal chords.

"What?" he asked, somehow knowing that the zombie was referring to either his katana or the swords the Scoobies were wielding collectively.

Before he could say more, the man who'd previously been banging on the door to be let in grabbed onto his sleeve and began to jerk on it frantically.

"You've got to help me! It's trying to kill me!" the man yelled with a voice full of fear. "If you can kill that thing then **do IT**! If you don't, it'll only come after Rupert or me later!"

_This thing is after Giles too!?_ He thought in shock before his resolve hardened and his decision was made.

"Looks like leaving is not an option after all, Ms. Creeps-a-lot," he said as his spiritual power rose in response to his choice to take down an enemy. "Unless it's in pieces, that is."

This only agitated the zombie woman even more than when it'd first spotted the three katana and single wakizashi. However, before it could do more than take a single shaky step back, he lunged in as quickly as he could and delivered a diagonal slash that cut the dead body from left hip to right shoulder. An unearthly and definitely demonic scream was unleashed through the air from the corpse that didn't sound one bit like it had been produced using anything made of flesh. Surprisingly enough, the zombie not only managed to survive but also stayed on its feet, albeit just barely. It didn't stay standing for long, though, because Willow was quick to back him up and, with a flash of steel, the zombie's head was severed from its shoulders. With a final scream of pain the zombie literally fell to pieces, forming a pile of decomposing flesh where it once stood. All of the girls took several steps away from in it, disgust clearly written on their features, with Cordy in particular looking like she was feeling a little pre-pukey.

"Ew, ew, **EW**! Why couldn't it dust like a vamp!?" Buffy exclaimed, clearly not liking the mess that had been made.

"Dunno, Buff, but at least its dead now." he said examining the pile of crap for any signs of movement or life.

"It can't be! No normal weapon can hurt Eyghon!" stated the man that the zombie had originally been trying to kill.

"Well, these aren't normal weapons," he said, flicking off the goop that had gotten onto his katana before putting it back into its sheath. "Now howsabout we go inside, talk with Giles and you tell us what this is all about. Sound good?"

"S-sure. Of course! Lead the way." Stuttered the man as though he was still having trouble understanding what had just happened.

With that the four of them escorted the man into the school and eventually into the library itself, where Giles had said he would be waiting for them in order to hear how their patrol went. The moment the two older men saw one another, his suspicion that they knew each other was confirmed beyond a reasonable doubt.

"Philip?! What are you doing here!?" Giles asked in shock as he walked towards the man.

"It's Eyghon, Rupert! He's killed Thomas and Deirdre!" Philip replied, clearly still riding the agitated adrenaline rush. "But then these young people showed up and **killed** him! Killed him their **katanas!**"

"Is this true!?" Giles asked them with shock and disbelief warring for dominance in his voice.

"Yep! Didn't seem to like our swords at all."

"Yeah, I'm not sure but I think it called them zanpakutō." Willow said before taking on a pondering expression. "I could be wrong, though. It was kinda hard to know what it was looking at with those glowing eyes it had."

"Zanpakutō? That is Japanese, if I recall correctly. Literally translated it means 'soul-cutter sword'," Giles said as his academic mind taking over and suppressing the shock for the time being. "If the term was meant to be descriptive of its abilities and not simply a form of intimidation, then it is possible that such weapons could be sufficient to harm Eyghon, or even kill him."

"Makes sense when you think about how well they work on Hollow," Buffy said, nodding in agreement with her Watcher's theory.

"Hollow? Soul-cutter swords? Rupert, what the bloody hell is going on here?!" Philip asked incredulously as he'd finally reached the limits of what he could cope with.

For a minute it looked like the only adult member of the Scoobies would try to evade the question but then, with a sigh, he gestured that the man enter the small office to the right of the entrance.

"This going to be something of a lengthy explanation, Philip," Giles replied with a resigned tone of voice. "One best told while sitting down and enjoying a cup of tea."

_**One Week Later, The Apartment of Rupert Giles, Afternoon, Giles' P.O.V**_

_I think I am going around in circles._ Giles thought as he closed the fifth book he'd consulted that day. _Whatever these 'zanpakutō' are, there is precious little information available about them._

Indeed he was beginning to suspect that someone or something was actively suppressing all information on the unique swords that his charges had gained. It was the only way he could explain why he was having such a hard time gaining more than a basic understanding of what they were and that was more due to his own logical reasoning. He knew that they were not forged using any metal known either to the uninformed civilians of the world or those with experience in forging mystical weaponry. Based on fragmented accounts that had elements indicating the existence of zanpakutō, they seemed to possess great power but that contradicted what he'd witnessed himself thus far. While it was true that they were very effective against Hollows as well as demons, he'd seen nothing to indicate they had any special abilities and certainly nothing that matched the accounts.

_Still, they've only had them for a few weeks,_ he thought as he laid back in his chair. _Perhaps those abilities will come later. Maybe._

In any case, it was nothing short of suspicious that he could not find out more about the weapons given that, even if there were no primary or secondary sources of information, there were always tertiary ones that could be located. If he was correct and there was an active effort to suppress information on zanpakutō, the obvious question was why was it being suppressed? Was the information being contained out of an organization's wish to keep such weapons to themselves or was there some great danger in such knowledge spreading into the general populace? He didn't know but he owed it to his four students to find out as much as he could in order to better prepare them for what his instincts told him was ahead. A great change was coming for them and it was not the favorable change of a normal life that he believed Buffy still longed for. Even if he was successful in keeping the Council from dragging Willow and the others into their employ, he had no doubt there would be those that would take notice of their activities. Those people who would take notice would not be so easily dissuade as being told 'no' by the ones they sought.

He only prayed that he could provide them with sufficient strength to make the effort any being would put into enslaving them far outweigh anything they could possibly gain.

A knock from the door caught his attention and, when it repeated itself shortly afterward, he got up from his chair to see who it was. A few steps and an opened door later he saw sight that had his confidence drop to almost nothing.

Standing in the doorway were three people, two he recognized but the third he did not, and all he knew were affiliated with the Watchers Council.

The first was one Quentin Travers, head of the Watchers Council, and the last person he wanted to see face to face at the moment. He could already tell by the cold look on the man's face that something had displeased the man and that only decorum was keeping the senior member of the Council from identifying the case at the moment. He very much doubted that that would last for very long. It was common knowledge within the Council that those who displeased Travers did not have to wait long to feel his wrath.

The next was Professor Diana Dormer, an old friend of his from his time at the Academy and currently the Watcher assigned to the Slayer who was called after Kendra was slain. It was a point of amusement for her that her cover was that of a university professor rather than a simple librarian and she never let him forget it whenever they found the time to talk. Still, she was also among the more highly thought of members of the Council and that meant she had easier access to information he sometimes needed. All he needed to do to get her to look was to promise to pay for a large shipment of authentic tea straight from the United Kingdom. A bit expensive but the information she provided him with was often of such importance that it was worth the expenditure in the end.

The last member of the trio was a young girl roughly Buffy's age with dark hair, wearing a red tank top and leather pants that he quickly looked away from given how tightly they clung to her… curves. She carried herself like she was bored out of her mind but he could see a predatory alertness in her eyes that implied otherwise. Considering Diana's status, it was logical to assume that this was Faith Lehane, Professor Dormer's Slayer, and if that was indeed the case, it did not bode well for him or the ones he wanted to protect.

The only reason Quentin would have a Watcher and her assigned Slayer leave their assigned location to come to a place where they were not needed would be if something had changed at the new location. A quick review of the reports he'd sent back as well as the phone calls he could think of nothing that would have made the leader of the Council suspicious enough to give such an order. Yet here they were and the expression on Travers' face told the rest of the story. Somewhere in the time since Halloween, some piece of information had found its way to into the ruthless man's hands and it had been enough to convince the governing board of Watchers to side with him.

The only question that would be answered in the next few minutes would be just how bad the situation was and whether or not he would need to take desperate measures to secure the safety of Buffy and her friends.

"Mr. Travers? What an unexpected surprise," he said, doing his best to keep his voice professional. "Please, allow me to offer some refreshments."

With that he stepped aside and gestured for the trio to enter. If they took offense to his non-verbal invitation, they didn't show it and, while it was daytime outside, he'd learned during his time in Sunnydale that an ambitious vampire could still get around if they stayed out of direct sunlight. Once they were inside, he closed the door and immediately began the process of preparing a pot of tea and taking out a can of Pepsi for Faith, since he knew that teenagers were incapable of truly appreciating tea. A few minutes later, once everyone had a drink in their hands, he decided that the time had come to find out what this unexpected visit was all about even though he already had his suspicions.

"Forgive me for being so blunt, Mr. Travers, but why are you, Professor Dormer and Ms. Lehane here in Sunnydale?" he asked, deciding that wasting time with pleasantries would be pointless.

"Straight to the point, eh, Rupert? A fine quality to have in a Watcher, especially one assigned to an active Slayer," Travers said with a small grin that was probably supposed to be disarming. "Very well. There have been some… irregularities in your reports that have recently come to light. Not the least of which is your failure to report Buffy Summers' loss of her Slayer powers."

_Dammit! He found out!_ He thought as he brought up in his mind the excuses he'd crafted in case this happened.

"As you know, Mr. Travers, it is completely unprecedented for a Slayer to lose her powers or have them taken away. Demons and sorcerers throughout history have tried and failed to strip them of their powers," he explained while doing his best not to give away any 'tells'. "True, potions and various spells have succeeded in reducing or temporarily suppressing a Slayer's abilities but never outright removing them. Given such past information, I chose to wait and observe the situation just in case it turned out to be temporary."

"You should have informed the Council the moment she reported a significant decrease in her abilities." Travers said firmly, letting it be known the excuse wouldn't fly. "As it was, we only learned of it because a potential Slayer in Japan suddenly exhibited above average physical abilities."

"Truly? I suppose I did not receive the memo stating that development." he said, deciding to fire back a metaphorical volley of his own. "You may wish to have a word with the mail room when you return him. As I recall, they failed to inform me of Kendra being Called as well."

He could see Travers fuming over the statement but it was apparently not enough to break the man's overall composure.

"You also did not inform us that Ms. Summers had acquired significant spiritual abilities. There is no other way that she can kill Hollows as she has for the past few weeks." Travers stated firing back a counterattack of information.

"Again, I was not certain that such spiritual powers would be permanent or not," he stated after taking a sip of tea. "I did report that several other students at the local high school exhibited traits of their costumed selves but those attributes have faded to almost nothing since then. I was planning to inform the Council once three months had passed, since that would have been far beyond the time after affects can linger from a spell."

Quentin Travers was not happy with the fact that he wasn't folding like a good little Watcher underling but, truth be told, he could care less. With Buffy no longer the Slayer, his obligations and responsibilities to the Council had reduced significantly in his mind. Indeed, unless something came up that compelled him to do otherwise, he might just retire from the Council altogether. His mother and father were dead so they would no longer be there to hammer the history of their family's association with the Watcher's Council into his head for the hundredth time. His own feelings towards the Council had soured significantly since he'd first become a full-fledged member and he could honestly say there were only a few members he would miss should his decision to leave become reality. Diana would be one and some of his classmates would make up the rest but, just because he would no longer be a member of the Council, it didn't mean he could never see them again. It would simply mean that he'd have to meet with them during their time off rather than while they were at work.

Assuming, of course, Travers didn't hand down a decree forbidding contact with him of any kind.

"Gentlemen," spoke Diana in a tone that sounded like it'd become annoyed at any moment, "you both have made your positions on the matter clear. However what's done is done. Shall we move onto discussing the present and, perhaps, the future?"

For a moment it looked as though Quentin would tell the woman to be quiet but, in a moment of professionalism, the man gave a sharp nod of agreement. Professor Dormer looked at him right in the eye to see if he would defy her statement.

"Indeed, that would be best." he replied as he stashed whatever scathing remarks cloaked in politeness that had been on standby in his mind.

"Quite. It is the decision of the governing board of the Watchers Council that since Buffy Anne Summers is no longer the Slayer, her successor, Slayer Lehane, will assume the duty of combating the malevolent forces atop the Sunnydale Hellmouth." Travers said, even though there was a glint in his eye that implied there would be harsh words later. "Over the next few days, Watcher Dormer and her Slayer will be moving into a location that has pre-selected for them. Once that is settled, I expect you to bring them up to speed on the current level of demonic activity atop the Hellmouth, as well as the more pressing dangers that they need to be aware of."

"And once that business is concluded?" he asked to gain a grasp of what would come after now so that he could begin preparing.

"When that business is concluded, you will return to London and await your next assignment," Travers replied in a proper tone that would not be defied. "Given your performance as Ms. Summers' Watcher, it is likely that you will be assigned to a potential Slayer."

_I thought as much._ He thought as his mind processed what Travers had just said.

He hadn't thought it would be any different but there had always been the chance that his omission of certain facts in his reports would bring about his termination from the Council. Whether it would be termination of his employment or termination of the more fatal variety he wasn't sure. Still, when he calculated it in his head he believed he'd have at least until late winter or early spring before he would be expected to leave for London. That would give him time to decide his next move and to take steps to ensure that no one in the Council would be able to force him to do otherwise if his decision was not to their liking.

"I look forward to the end of my tenure here then."

"As do I. I know many of your friends back home will be happy to see you return," Travers said as he finished his tea. "Now, there is one more matter that we need to discuss before I take my leave."

"And that is?"

"While it is true that, without the power of the Slayer within her, Ms. Summers can no longer perform her former duties, her newly acquired spiritual power could still be of use to the Council." Quentin replied in a voice probably meant to be amiable. "Due to the rarity of those born with significant spiritual power, the Watchers Council has not been able deal with the hostile spiritual forces that plague this world. Indeed, it has been the limit of what we could do just to use what we had to forge spirit-effective weapons. Ms. Summers could change all of that."

It was as he had thought the moment he'd seen Quentin Travers standing in his doorway. The man had never met a power he didn't want to control and use for his own benefit under the guise of it being for the good of the Council. However, so long as the man valued maintaining his reputation as an honorable leader who was only concerned about the well-being of the Council and the human race as a whole, he had room to work with.

"And if she should refuse the Council's offer? It has often been her desire to lead a normal life away from the supernatural. With some training to fully master her spiritual energy, she could very well have that."

"While I understand her desire to leave the hostile world of the supernatural behind, she must realize as you must that such a thing is not possible for her even without the Calling of the Slayer," Travers stated with compassion for the member of the Summers family. "If she possesses even half of the spiritual power I suspect she does, then she will attract Hollows even with training if she should leave the Hellmouth. Should she choose to stay on the Hellmouth or a similar location in this world, demons would remain a threat to her just as they are to the rest of the human race.

"At least if she were to become a member of the Council, we would be able to afford her sufficient protection from such threats." Quentin said finishing off his statement. "After all, as one of our more valuable assets, it would only make sense to keep it safe from those that would harm her."

_Predictable. Belittle a person's ability to defend themselves and make it appear as though the Council is the only hope they have of survival. _He thought as he really wondered if the man before him thought he was being subtle with his manipulations

"Your points are well taken. I would be willing to arrange a meeting so you can make your offer to her, however I must stress that this will be **her** decision." He said staring the man right in the eye without any weakness, "If she should choose to decline, I would ask that you respect her decision and not pursue the matter any further."

"I would have it no other way." Travers said with a bit of effort to make it seem he was all too willing to do it that way. "What time do you think would be best?"

"Perhaps tomorrow around noon?" he proposed, hoping the man wouldn't press for something sooner.

"Tomorrow at noon it is, then." Quentin said as he got up from his chair, "Well, I'm sure the three of you would like to get to know each other better and begin the briefing on Sunnydale. I shall take my leave of you."

With that the head of the Watchers Council left the apartment for an unknown destination leaving two lesser Watchers and one Slayer behind.

"Mam am I glad that old bastard is gone!" exclaimed Faith, who sounded like she didn't like Travers any more than he did.

To that both he and Diana could only roll their eyes while trying to suppress the chuckles the statement inspired in them.

'Trying' being the operative word.

_**Somewhere Else in Sunnydale, Later**_

"What's the latest news about Ms. Summers and her friends?" he asked as he turned towards his second in command who'd just entered his inner sanctum.

"While they have exhibited greater difficulty dealing with the latest Hollows to be summoned, their teamwork has made up for what skill they lacked with their zanpakuto," teplied his lieutenant, sounding wary about saying more. "At present they can handle three Hollow at once without serious injury."

This left the room silent for a time as he contemplated the news.

He had initially thought that the Hollows would easily be able to dispatch the four troublemakers since no mortal forged weapon would be able to kill them. He had even taken the extra precaution of using young Billy Fordham's plan to his advantage by providing the youth with a sample of the white substance he'd created himself using a recipe he'd **acquired**. Three Hollows should have been more than enough to dispatch his prey but then they had done the unthinkable and manifested their zanpakuto. Worse yet, he'd discovered that young Mr. Harris could very well possess the most spiritual power of the quartet. The only good part about that was the fact that unleashing all of that power taxed the boy's human body within a few minutes, limiting its use considerably. Nevertheless, with the arrival of their soul cutting swords, their termination was no longer a safe bet and almost made him use more conventional minions then the Hollows.

Almost.

Normal minions, however, could be tracked and their activities investigated, which could very well lead the quartet back to him. That could not be allowed under any circumstance. While he had worked hard to place layer after layer of protective measures around himself, he knew of no way to shield himself from a spiritual attack or weapons such as the four now wielded. Hollows were by far safer since, if they failed, they quickly disintegrated into nothingness and if they lived, they often retreated back to their realm to recover from any wounds they'd taken upon their forms.

Yes. For now he would stick to the plan of attacking the four with Hollows in the hopes that eventually one would appear that would be beyond their ability to defeat.

_Then again, perhaps there is another way._ He thought just as an idea came to him that he hadn't considered.

"Find out what they'll be doing for the next few weeks," he ordered his second in command. "School activities, family activities and anything else you can find out. If they are so formidable together then perhaps a little divide and conquer is called for in this instance."

"Right away, sir." stated his right hand man before he left the room to carry out his orders.

As he thought more and more on his new strategy he had to smile as his mind made it look more and more like a winning idea.

_**A Week Later, The North End of Sunnydale, Noon, Buffy's P.O.V**_

"Yep! This is pretty much what you can look forward to in the area of Law Enforcement, Ms. Summers," Officer Getz said as he drove the Sunnydale Police Department car down the street. "In sleepy little towns like Sunnydale, the most excitement you get is the odd punk trying to steal a car for a joyride or maybe some loser gang banger from LA trying to find a small pond he can be a big fish in."

_Don't forget the vamps or anything!_ She snarked in her heard while on the outside pretending to listen attentively, _Or the demons! It's not like people are getting killed right under your flat nose or anything._

She knew that she should probably cut the cop some slack, seeing as how he appeared to be fairly nice, but so far the ride along she'd been forced to go on as part of Career week was quickly using up what tolerance she had. The guy was a little pudgy and sounded like he belonged in a gangster film with the accent he had. He'd started out their little drive with a watered down version of what his job was as a member of the Sunnydale Police Department and then for the rest of the trip had told her about how good a job it was. This didn't sit with her very well since, from the moment she'd set foot in Sunnydale, all she'd seen was evidence proving that the local police were either incompetent or corrupt. Maybe it was a little of both. So every time Officer Getz made a comment about how quiet Sunnydale was or how the most dangerous things you'd find walking a beat were punk kids, she felt like shoving the truth in his face.

Every time she came close, though, she remembered the psych hospital her parents had sent her to when she'd told them the truth about the world and that'd silenced her. She had no desire to return to a place like that and, besides that, she wasn't the Slayer anymore. While she wouldn't mind helping someone out if they were being attacked by a vamp or demon, it wasn't her responsibility anymore to hunt them down.

That job belonged to the new Slayer, Faith.

It had been odd meeting the Bostonian girl the first time but not as weird as she'd though it'd be meeting another Slayer for the first time. The brunette had been a real party animal who treated her Calling like it was a huge roller coaster ride that was meant to be exciting and fun. When she'd casually, for her, anyway, asked how much experience the sultry Slayer had fighting vamps, the lady Watcher had said that, while she was a potential, Faith had only fought fledglings and only every few weeks. Since being Called, though, the Watcher had been having the dark Slayer patrol every night to build up experience. Giles had even suggested that she show the new girl around Sunnydale while pointing out some of the more active areas with regards to demonic activity. She'd said she would offhand but no official date had been set.

She'd been about to ask the cop to change the topic of discussion when a roar that had become way too familiar cut through the air and reached her even from within the police car.

A Hollow had shown up.

Closing her eyes, she reached out with the senses that she and the others had been honing as best they could so they wouldn't have any trouble finding the evil spirits when they appeared. Not that the masked monsters really knew the meaning of the world subtle with brains no better than some of the animals at the zoo. Still, the longer they were allowed to walk about, the greater the chance they'd find someone with spiritual energy that smelled good enough to eat.

_I might not be the Slayer anymore but that doesn't mean I'm going to let someone die._ she thought as she reached over to her backpack.

Of all of the Scoobies, she was the only one who could carry her zanpakuto around in her backpack. Since it was a wakizashi, it didn't take up much room but the others had katanas and those were a little harder to conceal without drawing everyone's attention. It had been a little weird learning the official name of their spirit weapons but what had confused Giles had been the fact that every book that had information on them said it shouldn't be possible for them to exist as normal objects. A particularly dusty book had said that the swords should only have been accessible to spirits or people whose soul had been temporarily separated from their bodies. While inside a physical body, the blades should have been completely out of reach. Giles had postulated a few theories but didn't really sound confident about any of them. In the end they'd just written it off as Hellmouth weirdness and accepted things as they were.

_It's not far. Only a few blocks away. _She thought as she detected the foul energy that identified a Hollow.

Now all she needed to do was figure out how to get away from the cop long enough to kill the creature. Quickly she reviewed the possibilities that were available to her. They were in the business district of Sunnydale and that was definitely better than the warehouse district, since it'd make any lie she came up with more feasible. Running through the possibilities, she came upon one that would probably make Getz think she was a complete blonde bimbo but it was also one he likely wouldn't question.

"Do you think I could just step out of the car for a bit?" she asked putting a little of her bubble blonde impersonation into her voice, "There's, like, this special deal going on at Saroni's Shoe Shop that I **must** take advantage of! I'll only take a bit 'kay?"

"Well… I'm not supposed to let you out of my sight, Ms. Summers." Officer Getz replied sounding a little worried. "Until this ride along is over with, you're my responsibility."

"I know but you said yourself that Sunnydale is a quiet town where practically nothing happens," she pointed out, putting a little of the infamous Summers pout on her face. "Surely it couldn't hurt to let me go for a little while."

She could tell that she had him the moment he sighed.

Just like her father, Officer Getz couldn't stand to see such a beautiful young woman give him 'the pout'. "Alright. You have twenty minutes," Getz stated, trying to show some sort of control over things. "After that you're back in my squad car and we get you back to school. Got it?"

"Like, of course!" she said as she opened the passenger side door and got out.

Jogging slightly down the street, she waited until she was reasonably sure that the member of the S.P.D wasn't looking in her direction before darting down the nearest alleyway. Opening her book bag, she pulled out her wakizashi before tossing her backpack behind a dumpster she passed so she wouldn't be hindered by it. Navigating through the various back alleys at a pretty decent clip, it didn't take her too long to find the Hollow but it's appearance made her wish it'd shown up closer to Xander so he could handle it. At first she thought it was a spider shaped Hollow but, upon closer inspection, she realized that the legs were actually malleable tentacles.

_Ick! Glad I gotta finish this quick._ She thought as she unsheathed her wakizashi. _If I spend too much time fighting squid-boy here and I'm going to have nightmares for a week._

"Eh? A shinigami in a place like this?" came a distorted voice from beak-like mouth of the Hollow.

Stunned.

That was the best description she could give for how she felt after hearing an actual, complete sentence from a creature when, up until then, she'd never thought of Hollows as anything more than mindless creatures. When one of the masked creature's tentacles lashed out at her, it was only her instincts and memories of being the Slayer that allowed her to evade it. Shaking her head roughly to snap herself out of her shock, she brought her blade up into the proper stance just like Giles had been teaching them the last couple of weeks. Using the bare minimum movement each time the Hollow lashed out, she tried her best to slice off a tentacle when the opportunity showed itself but, without her Slayer powers, her timing wasn't what it once was. She eventually managed to slice off a foot of a tentacle and, while the scream the Hollow let out was pleasing, it still wasn't a kill and the clock was ticking.

With that in mind she began to advance on the octopus monster, doing her best to evade all of its attacks as she went. It wasn't easy but, thanks to the help Willow had provided regarding using spiritual energy to enhance physical abilities, it wasn't impossible either. When she thought she'd gotten close enough, she executed two slashes to clear a path directly to the mask of the Hollow and then sprinted towards it for the kill. Bringing her wakizashi over her head, she believed completely that victory was mere moments away and then she could head back to Officer Getz before he got suspicious.

She should have known better than to count her chickens before they hatched.

"Not going to happen, Shinigami **bitch**!" the Hollow shouted before using the flexibility of his tentacle legs to evade her attack while at the same time launching one of his own.

A blow to the head and stomach later, she found herself leading up against a wall trying to stay on her feet. She wasn't sure why she was still alive after two hits like that or why she didn't think she'd need a hospital in the near future but she wasn't going to turn down good luck of this sort. Pushing off the wall, she brought her wakizashi back up and glared at the Hollow that had turned a simple extermination job into a serious pain in her ass.

"Oh, it's going to happen, you horror movie reject!" she growled out as she pushed the pain inflicted by the blows she'd received aside. "It's just going to be worse now than it could've been." With that she let the spirit power that had been bubbling with anger rise up out of her and into the air so as to let the creature know just how much trouble it was in.

"Nice energy! I can see I'm going to have quite a meal with you on the menu." the Hollow said with only a little bit of worry in its voice.

"Sorry but you couldn't afford what it'd take to put me on a silver platter!" she declared before charging forward with all the speed her spiritual energy could muster.

Again it struck out at her with its tentacles but this time she had significantly less trouble evading them than before and managed to close the gap between the two of them. As soon as she got close enough, she brought the wakizashi up and, just before she brought it down, she got one last word in. "This party's over!"

The mask cloven in twain, she stood there watching as the Hollow evaporated into tiny particles of… something, she had to wince a bit at the pain her adrenaline was no longer covering up. She knew she'd have a bruise on her stomach but, thanks to the fact that the monster had hit her on the side of her head just above the ears, she wouldn't have to worry about Officer Getz cluing in. She would have to watch herself, though, since the blow had stuck her with a nasty and sharp headache that'd be easy to spot even for someone who didn't know her very well.

_I hope there aren't too many Hollows like him._ She thought as she began to make her way back to where the police officer was waiting for her, _Otherwise it's going to get harder to hide things from Mom._

She had to sigh at that, thought.

Even if she was no longer the Slayer, she was still hiding things from her mother.

_**Six Weeks Later, Just Outside the School, Late Afternoon, Willow's P.O.V**_

"So… were you freaked out by all those little hatchling things or was it just me?" Willow asked as she sat down next to Cordy on one of the many benches that were scattered about the school grounds.

"Yeah, but the whole zombie routine they had everyone doing was seriously wigging me out!" Cordy said, shuddering a bit at the memory of how both students and adults had been acting while under the control of the baby bazors.

"Tell me about it! I'm just glad that our… you-know-what abilities let us know about our eggs before they could do the same to us." she said, not liking the imagery that that produced in her mind.

For a time there was nothing but silence between the two of them as the various people who'd been taken over by the baby bazors began the slow process of heading home. Buffy was already gone, having been caught lying to her mother and thus was grounded for the foreseeable future. Sure, it had been for a good cause, stopping the Mama bazor with Faith, but Mrs. Summers didn't know that and they couldn't tell her since they wouldn't be believed. Hopefully it wouldn't last too long since, according to the blonde, the Hollows to come might be as smart as they were and as dangerous, if not more so. Buffy had been lucky to get off with just a moderate bruise and a headache with the one she'd faced during her ride along. It was because of that encounter that Giles said that next training session he'd bring some wooden practice swords and they'd do some real sparring with one another.

Xander was looking forward to it since he'd been getting bored quicker during training lately.

Looking over at Queen C, though, she recalled something she'd been meaning to do ever since the fight in central park but had never found the right moment to ask the question. Now was as good a time as any before Cordy got up and walked away.

"So, um… Cordy, there's something I've been meaning to ask you."

"What?" Cordelia asked turning her head to look at her.

"Well, Xander, Buffy and I got our spirit powers thanks to the Halloween spell and that's how we were able to see the Hollows outside of the Sunset Club," she said, leading up to the main question. "But I don't remember you getting a costume at 'Ethan's', so how did you get yours?"

She could tell this was a question that wouldn't be easy for the socialite teen to answer and there was even a good chance the cheerleader would just blow her off. However, just as she was about to say 'forget I asked', a strange look came over the brunette's features and all signs of resistance seemed to fade away.

"I've always been able to tell when ghosts were around. Ever since I was a kid," Cordelia replied, looking like she was sinking into her memories. "Not as good as I've been able to since Halloween but I could hear them talking and **feel** when they were around. When I was little, I thought it was so cool to be able to be able to talk to ghosts and even tried to be friends with some of the nicer ones. They never stayed in Sunnydale long, though. Kept saying something about how the town didn't feel right.

"My parents caught me talking to one once and asked what I was doing. They didn't think of it at first, probably thought I was talking about an imaginary friend or something," Cordy said with a look on her face that seemed completely out of place. "It wasn't until I got old enough that having an imaginary friend was weird or embarrassing that they tried to get me to stop. It was when I started talking to classmates that'd died a few days before that they got worried. They tried to get me to stop with a few kind words, then with bribes but when I wouldn't stop, they finally took me to see a shrink.

"I tried to convince them that I really could speak to ghosts but, after the third session, I overheard the shrink and my parents talking without them knowing. They were using a whole lot of psychobabble words I didn't understand but one thing I did understand was that they were thinking of sending me away to the loony bin," Cordelia said with an echo of fear in her voice. "I'd seen enough TV shows to know what those places were like, so when the fourth session came around I told the guy it'd all been a game. That I'd been lying to get my parents' attention since they were always more focused on attending the right parties and shaking the right hands. Naturally the shrink bought it and so did my parents.

"Ever since then I've done my best to be what my parents expected me to be. The perfect little rich girl, their pride and joy, not some crazy child they had to hide away someplace to protect themselves from a scandal that could ruin them. Not a freak!" Cordy said bitterly before she seemed to recover from the trip down memory lane. "I suppose it's why I've given you guys such a hard time. I had to keep up appearances at all times because I was afraid that if one rumor got back to my folks, it'd be off to an asylum for me."

"And now? What do you plan on doing?" she asked, amazed of the truth that she'd never expected.

"Now? Now I can't ignore them like I used to and, if the Brit's right, then I've got a bullseye on my back, the same as the rest of you freaks. It's common sense that we should stick together. Strength in numbers and all that stuff."

"Yeah." She agreed not entirely thrilled herself at the idea of being a snack for yet another monster.

Before anything more could be said, Xander and Giles walked up, the latter finishing a roll of his eyes that was no doubt caused by the use of the nickname G-Man.

"Xander, how many times have I told you not to call me that infernal nickname?" Giles asked with a little annoyance.

"Hmmmm…you might want to give me a day or two to answer that, G-man," Xander said with a mock thoughtful face. "It's going to take me at least that long to count up how many times it was last year."

"Prat," muttered the Watcher under his breath before shoving aside the pointless problem.

"So what were you two talking about?" Xander asked looking at her and Cordy, "Trading beauty tips? Planning a sleepover with pillow fights and pajamas?"

"You wish, Cyclops!" Cordy declared, instantly falling into her usual Queen C way of behaving.

"Youbetcha!" Xander said with a smile and not an ounce of apology for what he'd said.

Doing the obligated female slap aimed at her friends shoulder, she watched as he comically rubbed the struck shoulder making it look like it hurt more than it probably did.

"Easy there Willow! Bruises are not of the good."

"You big wimp! I didn't hit you that hard." she said going with the skit her friend had started with his humor.

"Says you! I think I'm going to have a purple badge of abuse there for a couple of days." he said in a way that made it clear he wasn't serious.

She chuckled a bit at that comment before deciding they should focus on the latest developments in the little drama that was their lives.

"I don't think Buffy's going to be able to help us fight Hollows for the next few weeks," she said looking the way the teenage blonde and her mother had left. "Mrs. Summers looked pretty pissed about her lying and that's going to take a while to cool down from."

"I, I could try to talk to her…" Giles suggested, no doubt hoping that a rational discussion with another adult might clear the air.

"No. Right now she connects you with Buffy lying about being on her way to the library to study," she pointed out, knowing that it was in the library that zombie Giles had put a baby bezoar on Mrs. Summers. "Trying to get Buffy off the hook will only remind her of that."

Giles nodded in agreement even though it was clear he wanted to do **something** to help his former Slayer out of her current dilemma.

"Much as I'd like to help the Buffster break out of the Summers Slammer, I think this is something we're going to have to leave be." Xander said with acceptance in his voice. "Unless we plan on letting her in on everything that really goes on in Sunnydale, we won't have a leg to stand on talking to Mrs. S."

There were pretty much nods all around at that and, while she could tell that none of them liked it, they all agreed that in this case there wasn't anything that they could do.

_**Xander's Room, Night, A Month Later, Xander's POV**_

_If I live to be a __**thousand**__ I'll never ask for another love spell!_ Xander thought as he tried to forget about the chaos he'd survived earlier in the day.

It had started out normally enough.

Ever since Buffy, Willow, Cordy and him had gotten their spiritual powers on Halloween, they'd slowly become closer than ever before. It was the bond that kept them together and so it wasn't completely unexpected that when Cordy experienced a period of vulnerability that he'd gone to comfort her as best he could. As the weeks passed they'd eventually started dating and it had been within the last few days that he'd really thought it'd become full blow girlfriend-boyfriend stuff.

That had been when the shit had hit the fan.

Somehow someone had let it slip that he and Cordy had been dating each other so, in true snobby form, Queen C's followers (although he sometimes called them minions) had cornered the two of them while they'd been discussing something from one of Giles' lessons. Out had come the forked tongues with Harmony of all people, poster girl for dumb blondes everywhere, leading the charge by making sneering comments about associating with a 'loser' like him. Both he and Cordy had started firing a few verbal counterattacks but, when Aphrodesia had threatened to let Mr. and Mrs. Chase know who their daughter was seeing, Cordelia had caved. He'd been shocked since he'd thought that the relationship they'd had was stronger than a mere threat of telling mommy and daddy. It had been a full minute before he'd been able to move but when he did finally proceed down the hallway it'd been in a bad mood that'd caused a trickle of his spirit power to leak out. It hadn't been enough to drop everyone around him but it subconsciously affect them enough to get them to move out of his way.

He'd spent the next two classes getting angrier, plotting a way to get even with her for dumping him in such a public spot, especially when he'd been ready to give her a locket as a present to seal the deal on their relationship's graduation from friendship to couple. It hadn't been until he'd seen Amy somehow pull a Jedi mind trick on the teacher when everyone had been handing in homework that an idea had struck him. In retrospect, he knew he should have been more careful since life on the Hellmouth made it clear that messing with the supernatural could have dire consequences. At the time, though, all he'd seen was a way to get back at Cordy and make her feel as shitty as he did. He'd decided on a love spell so that he could return the favor and dump Queen C in front of as many people as possible.

Naturally the whole thing had backfired, resulting in anyone with female parts treating him like the second coming of Casanova.

Most guys often joked or bragged about how great it'd be to have many women throwing themselves at them or joining them for fun in the bedroom but, as he learned after the spell was cast, the reality was nowhere as pleasing. For one thing while it was nice having so many women look at him like their dreams come true, they still retained their preference to be the sole recipient of their crush's affections. That meant that there had been more than a few scuffles where two or more young ladies had gotten into catfights over who would have him. It hadn't been until Willow had ambushed him in the men's bathroom between classes that he realized that his faint hope that the whole thing would blow over before things got messy wouldn't pan out that he'd gone to speak with Giles. It had taken some doing getting to the library without enraging the ladies, who were still pitching the woo at him, but he'd managed.

When he'd spilled the truth to G-Man and begged for help, he'd gotten the expected lecture and then had been ordered to stay in the library while the Watcher went to find Amy so that the spell could be broken. Unfortunately the man had failed to take into account the possibility of the ladies coming **into** the library after him, as well as the information about just **how** to lock the library doors. As a result, Buffy had no trouble getting in and, when he saw her wearing a black raincoat that showed off her lovely legs, he knew he was in a serious pinch. Having her come onto him had definitely reminded him of a few daydreams he'd had of her since the first day they met but the knowledge that she was only doing this because of a spell and not because she genuinely had the hots for him ruined it. So, when she'd lunged into his personal space and pressed her body up against him, he'd done the only thing that he believed would keep him from being pummeled later and judo chopped her on the back of the neck. Just like in the movies it'd succeeded in knocking her out but, unfortunately, the Harris luck wasn't about to let him off that easy and so, when he'd reached out with his arms to catch her limp body, things went pear shaped.

Pear shaped in so far as grabbing hold of her in such a way that the front of her raincoat popped open, showing off the former Slayer's body in all its glory.

It went without saying that his mind had been paralyzed at the sight of her firm and curvy body.

It had been then, while his mind was stuck in its happy place, that things had taken a turn for the worse as the library doors opened up to reveal Amy. He'd looked at her, looked at the unconscious and partially naked form of Buffy in his arms, and then back at her before his very fit survival instinct told him that he'd better explain things fast or he'd be hexed even faster. He'd gone into a bit of a babble about how this wasn't what it looked like, how he'd knocked Buffy unconscious and how the whole open raincoat thing was a complete accident. This had had the effect of keeping the witch from flying completely off the handle but there was still anger simmering beneath the surface. In an effort to get rid of that anger, he'd quickly laid Buffy on the library table before tying her raincoat closed again as tightly as he could. He'd then taken three huge steps away from Buffy and, thankfully, that had been the final thing needed to calm Amy down.

Of course that anger was quickly replaced by her coming onto him with offers of seeing her disrobe but, thankfully, Giles had shown up in time to steer things in a more favorable direction. He'd decided to leave the school and find someplace to hole up, some place no one would think to look for him, but just as he'd reached one of the side entrances to the school, he'd spotted a beating waiting to happen. Surrounded on all sides by her former followers had been Cordy who was trying to keep the Queen C attitude going despite the fact that her minions looked ready to mess up her good looks the blunt and bloody way. Not wanting anything to happen to the head cheerleader, he'd let his spirit power spike just enough to knock the Cordettes on their butts before grabbing Cordelia by the arm and dragging her out the door.

He quickly found out, though, that getting around Sunnydale wasn't going to be as easy as he'd thought it'd be since, every time a corner was turned, another group of women were there looking to either kill him or ravish him.

For the next hour he and Cordy had done their best to evade the horde of women looking to have their way with them, both in the pleasant manner as well as the unpleasant, but thankfully Giles came through just as things had started to get hairy. Unfortunately that had still left him with an angry Cordy, who had sort of figured out that the whole thing was his fault and, even when he honestly explained what had happened, she still wasn't willing to let him off the hook. In the end she had pushed him into paying for a new dress to replace the torn one she had on AND a session at the local salon to touch up her hair. When he'd gotten back to the library, he'd gotten lectured by Giles one more time on the sheer stupidity of casting a love spell but from Buffy and Willow all he'd gotten was a cold shoulder. Looking at things from their point of view, he couldn't really fault them for their responses since he'd essentially cast a roofie spell on them, except less with the unconsciousness and more with the infatuation borderlining obsession with him. He'd know tomorrow if it had completely destroyed their friendship or if he just had to do a ton of groveling for the next few weeks to atone for his crime against the women of Sunnydale.

_That being the case, I'm going to lala land now so tomorrow comes that much quicker._ He thought as he rolled into a more comfortable position.

It took a few minutes but eventually consciousness left him allowing him to drift into the world of dreams.

_**Inside Xander's Mind, Unknown Point in Time**_

"O-kay! Not exactly what I'd had in mind dream-wise." Xander said as he looked about the sparsely lit cave he seemed to be in.

Indeed the light was so scarce in the place he was dreaming of that it was almost too little for him to make out the environment around him. The walls looked like someone had been trying to carve a tree with stone leaves and all but whatever kind of stone the walls were made from, it reflected the light in an eerie way. The more he looked around, the more he wondered what part of his mind cooked up this dream and how he could get to one a little more pleasing, like him saving the day while making Angel look completely worthless. After doing a single spin to see what he had to work with, he chose a tunnel at random and began to walk down it at a fairly brisk pace. It seriously began to creep him out how the level of light never changed and what little there was reflected off the carved leaves making them look like black eyes with orange irises. It felt like he was being watched from every possible angle and he wondered if he should've eaten that peanut butter and caramel sandwich before bed.

On and on the tunnel went, with the only real changes being the tree carvings that adorned the walls and reached up to the ceiling. He was seriously beginning to think he should just pinch himself or ram his head into the wall so he'd wake up but, just as that thought was about to turn into action, his eyes spotted a new element to his surroundings. At the far end of the tunnel he finally spotted what looked like a room, or at least that's what he thought it was since it definitely didn't look like more tunnel. Deciding that this turn of events was a good thing, he broke into a jog that was just shy of earning the definition of a run in the hopes of getting there and hopefully getting out of this dream.

It didn't take him long to reach the end of the tunnel and, when he exited it, he found himself in a giant room that could have easily fit a small stadium in it. Pillars reached up to the ceiling above and, like the tunnel walls, they were carved to look like normal trees with the branches at the top reaching out to help in supporting the roof.

_Whatever else you can say about my mind, it certainly has boatload of detail and imagination._ He thought as he strolled through the giant room taking it all in.

"Indeed. That is one of your greatest strengths, Alexander LaVelle Harris: imagination." Came a voice that sounded like it used voice actress Kath Soucie's as a base then added the accent that Marina Sirtis had used in the early seasons of 'Star Trek: the Next Generation'.

Turning towards the voice, he saw what looked to be a respectable pile of treasure with a throne sitting at the top that would have looked at home in any royal palace on the planet. However it was what was sitting leisurely on that throne that had his full attention for a mix of reasons he'd never admit to anyone so long as he lived. Starting from the top what he saw was a woman of at least twenty-five years with bronze skin that in his mind could be mistaken for a shade of orange and a body that would easily earn her a place on the cover of Sports Illustrated's swimsuit edition. That is, of course, if Sports Illustrated could overlook the horns wrapped around the sides of her head like crown, the proportional wings sticking out of her back with a tail just below them AND the feet that had claws on each toe. The fact that she was wearing a thong bikini bottom, a sleeveless trench coat that was a size or two too small AND little else only made her look all the more breathtaking. There was some tasteful jewelry on her, mostly gold or bonze in composition, but he considered it a good thing that most of it had a practical function rather than just being for show.

"I am glad my appearance meets with your approval, Alexander," spoke the dragon lady with a playful smile. "Though consider the fact that I am a part of you that is to be expected."

"Huh?" was all he could say to that.

"Come now, Alexander. Your mentor, Mr. Giles, has shared with you all that he knows of your newfound powers and you heard from 'Buffy' how she encountered the armored maiden on Halloween," Ms. Dragon said in an effort to prod him into realizing something. "Surely with all that information you can deduce who and what I am."

Taking a moment to think on all the info G-Man had told them during their meetings in the library and during training, he tried to deduce what the winged woman was referring to. It wasn't until he remembered Buffy's story about being on some battlefield with a blonde knight and the former Watcher's hypothesis about who the dame was that the final piece of the puzzle clicked into place.

"You're the form my spirit powers took?" he asked tentatively, since he wasn't entirely sure he was right.

"Precisely," replied the female form of his spirit powers with an approving nod. "However I am but one half of a whole."

"One half?" he asked unsure of what she meant since she looked to have all her pieces to him.

All Dragon Lady did was smile and point to something behind him. Hearing an ominous growling, he slowly turned around only to come face to muzzle with a bear-sized wolf with golden eyes and a body that to him looked to be made of darkness. He could make out some details of the large animal but he had a sneaking suspicion that they'd be as transitory as the darkness itself should the animal choose to make it so. Walking backwards nice and slowly, he made sure he did nothing that might make the large wolf get the idea to use him as a chew toy.

"You need not fear him Alexander," Dragon Lady said reassuringly, causing him to turn his head towards her. "He is as much a part of you as I am. He can be a bit… obsessive about certain things, though as I am sure you will soon find out."

Looking back at the shadow wolf, it did seem as though the animal was evaluating him rather than trying to take a bite out of him. If these two really were manifestations of his spiritual power than he had nothing to worry about and perhaps he could get their help in learning to control it better. He'd been trying for a long time now, using every method he could get his hands on to improve his control, but he still occasionally leaked spiritual energy when he got upset or excited. While helpful in a fight, it was dangerous while he was going to classes or hanging out at the Bronze, if only to those lacking sufficient strength of spirit to withstand it. No one had been seriously hurt by his spiritual power as of yet but that didn't mean that they wouldn't in the future if he didn't get better control of them.

"It would indeed be wise to learn greater control over your powers lest they control you," Dragon Lady said as she rose from her throne. "However it will take time. You have a great deal of power within you and such power is not easily mastered."

"Maybe, but a guy's gotta do what a guy's gotta do," he said as the resolve to learn solidified in his mind. "So, I'm ready for lesson one… uh… what's your name, anyways?"

"My name is ( %^#!&$ and he is )(&^$#! #$%." replied Dragon Lady with a formal bow.

"Huh? You mind repeating that?" he asked with some confusion. "I know you just gave me your name but I couldn't make it out. It got all wonky and gibbery."

"Hmmm… it would seem that while you have come far enough in your training to make it to your Inner World, you are not yet close enough." Dragon Lady was obviously disappointed before an optimistic grin blossomed on her face, "Continue with your training, Alexander. When we see each other next, I expect you will have succeeded in establishing a balance between us. Farewell."

"WAIT! Why did you show up on Halloween and not before?!" he yelled as he watched the world around him begin to fade away.

"We could not. We were bound by one who even now seeks to end you and your allies." Dragon Lady replied with a voice that grew fainter by the moment, "Beware the enemy who strikes from the shadows, Alexander. He will never stop until he has made sure that all obstructions to his agenda have been eliminated."


	6. A Big Bad Revealed

Disclaimer: I do not own any of the copyrighted material contained herein (BtVS/Bleach). They are the rightful property of their respective creators and associated companies. I make no profit off of this whatsoever and have no intention of changing that EVER. I write because it's fun and because there are those who enjoy reading my fanfics. Therefore I would appreciate it if you would refrain from taking legal action against me. I can promise you that anything you get from me would not cover even a tenth of your legal fees.

_**The Next Day, Sunnydale High School, Library, Buffy's POV**_

_Uuuhhh! Of all the things I lost along with the rest of the Slayer package, the one thing I wish I'd kept was the not getting sick part._ Buffy thought as she walked into the library.

The funny thing was that yesterday she felt fine but when she'd gotten up, she'd felt a bit sluggish and hot. It hadn't been bad enough to keep her from going to school but as the day had worn on, she'd gradually felt worse and now that lunch had arrived she was seriously beginning to consider going home. Even the troll Snyder wouldn't be able to say she didn't have a good reason for it and, no matter how much he might hate her, he couldn't keep her here if she wasn't feeling good. She'd wait until after lunch hour was over, deciding though because apparently Xander and Willow had something big they needed to tell the rest of them about. Looking ahead, she found that Giles, Willow and Xander were already there waiting for her so, taking a deep gulp of Pepsi in the hopes that the sugar would take care of some of the fatigue, she joined them at the main table.

"So what's the big news?" she asked, purposefully not looking directly at Xander.

She was still angry with him for the whole love spell mess from yesterday. While she knew that he hadn't intended for her to get hit with it, along with every other woman in Sunnydale, it still didn't change the fact that he'd seen her n-n-n-NAKED! She had not been seen naked by a guy since she'd hit puberty and hadn't planned on letting that change until the time was right and she was with the right guy. Plus there was no way that Xander had gotten an eyeful of her body and not perved somehow, so he deserved whatever she did to him for the next two weeks straight. She figured that fourteen days of the cold shoulder would be punishment enough and then everything would be copacetic between them again.

"Well ya know how G-Man said heavy metal girl from Halloween night was the manifestation of your power?" Xander asked, playing up being the center of attention.

She nodded with a bit of impatience in the hopes that he'd get to the point of the meeting.

"Well last night I got visited by mine in my dreams," Xander explained with his usual smile. "A dragon lady and her pet giant wolf."

"Really? What did she wish to discuss with you?" Giles asked with genuine interest.

"Well, aside from cluing me into who they were, I did learn two things," Xander replied, leaning back in his seat a bit. "The first is that they have names but there're some sort of conditions you gotta meet or else all you get is gibberish when they try to tell you what they are."

"Did this… er… dragon lady specify what those conditions were?" Giles asked as he picked up a nearby piece of paper and a pen.

"Nope, just mentioned something about balance. Didn't say balance of what," replied Xander, shrugging with ignorance.

"Considering the nature of your powers, it is likely that she meant spiritual balance of some sort." Giles jotted down some notes, "I will research the topic and see if I can devise an appropriate method for achieving such a balance."

"You do that. The other thing I found out is that the reason why we haven't had these spirit powers until Halloween is because someone put a spell on them locking them up tight," Xander said, getting a bit more serious. "It's the same person that gave Ford that stuff that summoned the Hollow's outside the Sunset Club. Dragon Lady said he was doing it all to try and get rid of us, 'cause we're in the way of his master plan."

"Did she give you any clue as to who it is?" she asked, interested in delivering some payback to the person who'd gotten Ford killed. She might not have liked her former friend after setting her up to be vamp chow but she didn't hate him enough to want him dead.

"Nope. She just said that he or she'd keep trying until either we're dead or they are." Xander replied, losing a bit more of his usual carefree attitude.

"Then I guess we better make sure it's them."

"Indeed. However if there is an active force attempting to eliminate you four, then you must be cautious," Giles stated gravely, taking off his glasses to clean them. "If my theory is correct then this unknown party could very well be responsible for the rise in Hollow activity in Sunnydale."

"You mean you think that some jackass is trying to use Hollows to get rid of us? That they're getting Hollows here to kill us and to hell with whoever gets eaten in the meantime?" Xander asked, sounding distinctly upset by the implications of what the Watcher was saying.

"Not quite the way I would put it but, well… yes." Giles replied, putting his glasses back on.

"Then we gotta find 'em fast, 'cause if you're right and the Hellmouth'll be back to normal come June then whoever it is has a shrinking window of opportunity to use the Hollows." Willow pointed out, making them realize how difficult things were likely to become.

Yeah. With only four months left before the end of the school year, whatever demon was behind it all was going to have to up their game a bit if they wanted to put her and the others in the ground. That'd probably mean smarter Hollows, more powerful Hollows or just plain more than three or four at a time.

Any way you sliced things, it'd still mean trouble for the Scooby gang in the future along with more of it than usual.

_And to think that I thought I would be free of the strange and the freaky when my Slayer powers got dusted,_ she thought as she felt a case of the sniffles coming on. _If it wasn't for the fact I'd be leaving Xander and Willow behind, I'd try convincing Mom to let us move someplace else. Someplace very anti-Hollowy._

_**A Month and a Half Later, Unknown Location**_

"Report," commanded the man behind the desk without turning around to face the newly-arrived informant.

"S-sorry t-to say, boss, but the Hollows got sliced into bits again," stuttered the very nervous vampire who stood on the other side of the desk. "I-it was closer this time, though! Rosenberg woulda been shishkabobbed if Harris hadn't saved her at the last second!"

"I see. Injuries?"

"No broken bones but possibly a concussion or two," the vampire answered after recalling the battle he'd witnessed.

After that there was silence but whether that was a good thing or a bad thing, the vampire didn't know. Sometimes the boss was silent because he was thinking but other times he was like a silent volcano that would soon erupt and dust whoever happened to be present at the time. As the seconds wore on without anything happening, he wondered if perhaps he might be silently being dismissed.

_Nah! I'm never that lucky._ Thought the vampire with bitterness at the memories he possessed of past spells of bad luck.

It was just as he was considering making a break for it that his boss finally did something by moving around the desk and walking towards a large table on the other side of the room. It was filled with cauldrons and beakers and stuff that he wouldn't be able to name even if he was giving a hundred years but he knew it had something to do with magic. Watching as the most powerful person he'd ever worked for flip through a dusty old book for a while, he wondered what the guy would summon up next. In his mind, the whole Hollow thing was a bust and it'd be better to turn to something a little less focused on filling its stomach. It was ten minutes later, after some hasty scribbling, that his employer turned to face him.

"Go to the local magic store and acquire these ingredients," commanded his boss as he was handed a piece of paper. "Inform the shopkeeper that I would be 'appreciative' if she would waive her usual fees this once."

Yeah. 'Appreciative' in that he won't have her killed in the foreseeable future. "Yeah. Sure, boss," he said taking a quick look at the least, "I'll be back before you know it."

"See that you do. What I have in mind will take some time to prepare and time is not on my side." Stated his boss with a tone that made it clear what would happen if the ingredients were too long in coming.

With that sort of incentive he ran out of the room as quickly as he could with fear in him that only the boss could inspire.

_**The End of May, Saturday, Mid-Afternoon, Willow's POV**_

"Looks like things are finally settling down in Sunnydale," Xander said as he flipped through a sports magazine. "No Big Bads have popped up after that vampire bitch and we've pretty much gotten the hang of the Hollows."

"You do realize you just jinxed us, right?" she asked her best friend while typing away on the library computer.

"C'mon, Wills! Summer's less than a month away and aside from the Hollows getting a bit smarter, nothing else big is going bump in the night," Xander said in a somewhat dismissive tone. "No way is anything world ending going to happen before school lets out."

"I hope you're right," Buffy said, putting an ice pack on her upper right arm. "We might be getting good at Hollow slaying but that doesn't make these bruises any funner. Almost makes me wish I was still the Slayer."

"Really?" Xander asked raising a brow in inquiry.

"No, not really," Buffy said, shaking her head as she sat down next to the main table in the room. "It's just getting hard hiding all the bumps and bruises from mom. Going from runway wardrobe to office girl fashion has her looking at me weird. I even caught her reading one of those new age pysch books yesterday."

"Think she's going to lay you down on a couch and ask about your feelings?" Xander asked with some humor on his face.

"God I hope not! I don't think I could stand being psycho-analyzed by Dr. Mom." Buffy said, shaking her head at the idea of her Mom giving her therapy.

"Don't worry. According to my mom, most of those books are complete garbage only fit for starting fires," she said, remembering the one time she'd been in the mall with her Mother.

"Her professional opinion?" Xander asked with curiosity.

"Maybe a bit but I think it's more likely because her own book didn't sell very good when they put it on the shelves," she replied, remembering the foul mood her Mom had been in after the very brief book tour.

"I think I remember that time," Xander said, scratching his chin a bit. "Wasn't that the time we all slept over at Jesse's for the weekend?"

"Yep," she smiled, remembering how much better it'd been at Jesse's place then at home with her Mom fuming about the low book sales.

She was about to try and divert the topic of discussion away from psychology when Giles entered the library at a fairly brisk pace. This raised a few eyebrows since generally the only time that the former Watcher moved that fast was when something evil was afoot… or when he was late for a date with Ms. Calendar. Personally she hoped that it was the latter because if it was the former and it was enough to get Giles moving this quickly then they were in for the sort of fun that wasn't. Patiently the three of them waited for the British man to reveal what was going on but first he went into his office. It was only a minute or so later that she heard him talking to someone on the phone and, unless her ears were deceiving her, it sounded like he was asking Faith and her Watcher to come to the library.

"Something tells me business is about to pick up," Xander commented as they all tried to eavesdrop on what was going on in the office.

"Told you you'd jinx us," she commented without looking away from office doorway. She saw Xander roll his eyes in exasperation before nodding in agreement that this was likely his fault.

It was almost five minutes later before the man exited his office and approached them and seeing him take said glasses off to clean them didn't fill her with the warm fuzzies.

"So what's the what, Giles?" Buffy asked in her usual, casual way.

"Earlier today I was visited by a demon named Clem. He warned me that he'd seen some vampires loading three vans with various containers before heading out of town." Giles put his glasses back on, "Normally this would be of little consequence however Clem's descriptions of some of the containers reminded me of something I'd learned while researching Hollows."

"What's that?" Xander asked, sounding more serious than before.

"When you first described to me how Ford had summoned the first trio of Hollows, I began to research what that summoning method could have been. Mr. Travers' additional information helped narrow the possibilities further and eventually I was able to find a likely candidate," Giles explained from the head of the table. "Apparently in the past there were a group of spiritually empowered humans who fought the Hollows and exterminated them. One of the tools that they used was a white chip-shaped disc made of several arcane ingredients. They would use it to lure Hollows into a trap so that they could be killed."

"So we're dealing with one of them turned bad?" Buffy asked, trying to guess where her former Watcher was going with his explanation.

"Highly unlikely since all but a handful were massacred about two hundred years ago," Giles replied, shooting down the blonde's theory. "It is more likely that the recipe for this 'Hollow Bait' has found its way into evil hands. The books I read did not reveal all of the ingredients needed to create this bait but the bits it did inform me of would be stored in the containers Clem described."

"So let's go find'em and put a stop to this for good." Buffy said, getting out of her chair no doubt to patrol Sunnydale to find the vans.

"I-it may be a **bit** more complicated than that, Buffy." Giles said in a tone everyone realized meant the real bad news was about to be revealed, "Most of the ingredients my books identified were of the quickly perishable variety. They tend to go bad rather quickly after reaching the right age to be used. For our unknown enemy to gather them now it can only mean that he plans on using them soon. Very soon."

"O-kay, soooo we got a countdown to beat. Still don't see how that's any different than normal on the Hellmouth." Buffy said, sounding a bit more concerned but still confident.

"It is different, Buffy, because the containers that were being loaded onto the vans were the size of oil drums and large chests." Giles explained with worry creeping into his voice. "To create a single chip of this, it would require only enough ingredients to fit in your average school bag."

"So if they're loading three vans full of the stuff they must either be planning on making a lot of white poker chips or…" Xander said before the final piece fell into place inside his mind. "Oh **shit!**"

"What? What's wrong?" Buffy asked still not getting the big picture.

"Buffy… while it would be terrible enough if our enemy were to create a hundred or more of these Hollow bait chips, I fear our foe may be thinking of something a bit bigger." Giles said with some exasperation. "I worry that they're planning to create not many chips but rather one absurdly large one. If this turns out to be the case and the number of Hollow summoned is proportional to the size of the bait crushed…"

"…we'll be neck deep in Hollows. There'll be enough to wipe out Sunnydale." Buffy said with a decidedly pale face and a look of dread on her face.

"Quite. The only good news Clem had to convey is that the vans left in a direction that suggested that they were **leaving** Sunnydale," Giles said, agreeing with his tone of voice about the gravity of the situation.

"So maybe they're going someplace else to summon their Hollow army?" Xander asked with some hope.

"It is more likely that the person or persons behind the summoning of the Hollows to Sunnydale wishes to make it harder for us to foil their plans," replied the Watcher before he began walking towards the book stacks. "We must first devise a means of locating where the bait will be created. Once we have that, we can move to prevent its creation with all due haste. That is why I have asked Ms. Dormer and Faith to join us. They may not be able to see Hollows but time is of the essence and we need all the help we can get."

The Scooby gang sprang into action: She followed Giles into the stacks to help him with the books, Xander went to get snacks from the vending machines in the student lounge, and Buffy took her wakizashi out of its hiding place and began to practice with it.

A good idea since she had a feeling they'd all need to be in top form for what was going to happen tonight.

_**Riding Out of Town in Ms. Dormer's Station Wagon, That Evening, Xander's POV**_

"How's it going back there?" he asked, looking into the back area of the vehicle where Willow and Giles were making with the mojo preparations.

"Xander… you wish for me to complete this dispel potion by the time we arrive at our destination? Yes?" Giles asked with a bit of snark in his voice, "THEN CEASE INTERRUPTING ME WHILE I'M WORKING!"

This caused almost everyone in the vehicle to look at the normally calm and polite man but the Brit just went back to his magical preparations. With one look at each other, they just shrugged and resumed what they were doing before the question had been asked. While he didn't like the fact that G-Man had snapped at him, he knew it was just the tension talking. He was feeling a bit of it himself, which was probably why he'd been asking Giles how his work was going so often. He wanted the reassurance that everything would be alright, that somehow everything would work out in the end, and he'd always gotten that from Giles' wealth of knowledge had always given him that. Well… G-man's knowledge and Buffy's ability to kick demon ass.

Too bad he had a feeling that even with Buffy and Giles by his side, things wouldn't go as smoothly as he'd like.

If the G-Man was right about how much stuff the vamps had for making Hollow Bait, then they'd be facing dozens if not hundreds of the masked monsters if it got used. While the gang had made progress with their swordsmanship and taking down Hollows, this would be completely different if they arrived too late to nip this problem in the bud. Since getting their new swords, the maximum number of Hollows they'd managed to take down was six at one time and that had left each of them with some nasty bruises. Even though it looked like they were heading away from the Hellmouth, he had a feeling the bad luck that came with the accursed place would follow them and that meant **WAY** more than six Hollows if things went bad. The smart thing, and what Cordy had been saying from the moment they picked her up, would be to just gather all the important things and then make a run for it. Too bad most of them were good guys who could never, even in their darkest hour, turn tail and run when innocent lives would be sacrificed in their place.

_Guess we'll be seeing if we have what it takes to go the distance._ He thought before spotting something in the distance.

Squinting a bit, it looked to him to be some sort of factory but it was impossible to judge from the outside just what sort of factory it was. Even as he drew closer, he couldn't tell what its purpose was but he could tell that it hadn't been used in at least ten years, judging by the lack of maintenance. As the vehicle came to a stop outside, he wondered if the Big Bad they were about to fight had chosen this place specifically because he didn't have a cauldron big enough at home or something.

"So what's the game plan, Giles?" Buffy asked as they all got out of the vehicle.

"It will depend on whether or not our adversary has finished creating his Hollow bait," the British Watcher said as he carefully lifted a pot out of the back of the station wagon. "If it has been finished then we must keep it from being shattered at all cost until I can douse it with the potion, ridding it of its magical properties. If it has not been finished, we must do all we can to keep the ingredients from being used."

"And if the bait's been made and they do manage to blow it up into fine powder?" he asked, deciding to get the worst case scenario out in the open.

"Then you four will be responsible for keeping the Hollows at bay while Ms. Dormer and I attempt to devise a means of banishing them." Giles' tone that made it clear that he hoped Lady Luck was on their side for once. "Faith will deal with the vampires and, if necessary, the mastermind behind all of this."

"Sounds good to me. Let's get going." Buffy said before taking the lead in heading towards the factory.

"One more thing: since Faith, Ms Dormer and myself cannot see Hollows as clearly as you four can, I will erect a spiritual energy field that will allow us to at least partially see them. We will then use the spiritual weapons Mr. Travers provided to defend ourselves as best we can." Giles stopped the group's advance, "Unfortunately, given the lack of preparation time, the energy field will be highly unstable so I'm afraid that we will not be able to render much assistance in fighting the Hollows after we have defeated the summoner."

"Seven against an army, four against an army, what possible difference could three people make?" Cordy asked with much sarcasm in her voice.

"We'll manage. We always do," he said before the group resumed their approach to the factory.

"One more thing: the research material provided by the Council states that the most efficient way to dispatch a Hollow his by attacking their masks directly. While severe injury and dismemberment using your zanpakuto can also successfully slay them, it is less certain than the destruction of their masks."

"No problem. Seeing as how their masks are pretty big, it shouldn't be a problem hitting them."

As a group they began to walk towards the factory's main entrance/exit but almost as a precaution, he turned back to Giles and raised an eyebrow as if asking 'are there any more things you need to talk to us about'. It took a moment before the spectacled man caught on but, when he did understand, he shook his head in the negative.

When they reached the door, it was a bit odd when he found out that it was not locked or chained up but he figured this just meant that the place had been forgotten about. Must have been a business that went belly up and the location was so out of the way that no one wanted to buy it or even tear it down. Entering the building, he had to roll his eye a bit at the spooky atmosphere within, especially as only half of the lights were on and they were scattered about the large room. There was a large area opposite the main entrance where several containers were scattered about both opened and emptied of their contents.

"I'm guessing that's a bad sign?" he asked the Watcher, who looked like his stress level had gone up.

"Indeed. It would appear as though the one in charge of the vampires Clem saw has already mixed the ingredients." Giles immediately began to look about the room, paying special attention to the large circular swimming pool-sized metal containers around them, "We must determine which of these containers they're in so I can begin nullifying the ingredients."

"Oh, that won't be necessary, Mr. Giles," came an entirely too cheerful sounding voice. "The answer is: all of them. All of them are filled to the brim with just the right combination of ingredients to create Hollow bait. You're fleshy friend only saw the final shipment because I wanted him to. I wanted him to so he would go to you and so you would come here. All in all, I'd say things went swimmingly."

Looking up to the catwalk overhead, he saw a face that he'd never once thought he'd see in this sort of scenario. He'd been expecting some sort of vamp or maybe a scary looking demon but instead they got a guy in a finely tailored suit who looked like he'd stepped out of a 60s sitcom. The man seemed familiar to him but he couldn't quite place the face or the voice.

"Mayor Wilkins?" Giles asked in almost complete disbelief.

That clicked everything into place and his memories confirmed that the guy looked down at them like they were guests at a posh party was indeed Mayor Richard Wilkins the Third. The man had been charge of Sunnydale for as long as he could remember and, based on what he'd learned in school, there'd always been a Wilkins in charge of the town. He'd never really paid much attention to politics of any kind, though, so that was probably why he hadn't immediately recognized the person looking down at them.

"In the flesh, as they say, Mr. Giles. I see you've prepared a dispel potion from Fong Choi's compendium. A fine choice but I think you're going to need a bit more than what's in that pot." Mayor Wilkins took a moment to check his watch, "A pity you won't get a chance to make more. The Hollow bait should be finished by now, so I suppose it's time to get this show on the road."

"WAIT! Don't you think you're rushing things a bit?" he asked, scrambling mentally for something to buy the brain trusts some strategy thinking time. "Isn't it part of the villain handbook that you have to give us some big speech about how you've been behind everything and why we're not going to live to see tomorrow?"

As he waited he wondered if the guy was really going to fall for it and start speechifying, he hoped that the others were using the time constructively to figure out a way to keep the stuff in the large metal containers from doing their thing.

"I suppose you're right, Mr. Harris. There is a certain etiquette that must be followed in situations like this," Mr. Wilkins said with a nod of agreement. "However the only incidents I've had a direct hand in lately have been the Hollows. Before that, all I did was ensuring that the spiritual power you and your three friends possessed was properly restrained."

"Properly restrained? But we only got them recently so that'd mean—" Willow began before her brain caught onto something, stopping it cold.

"Precisely, young lady. You've had the spiritual power since the day that you were born," Wilkins said with an approving look on his face. "Indeed, even as newborns your powers were potent and I knew from the beginning that you would be thorns in my side if I didn't take some preventative action. Fortunately my friends at Wolfram & Hart were of a similar opinion and so, with their assistance, we were able to seal all four of you at once. There was a slight imperfection in Ms. Chase's seal but I was confident her appearance-obsessed parents would ensure that she'd repress her powers at an early age.

"Everything would have gone so smoothly had it not been for Mr. Rayne's bit of mischief last Halloween. He really should have been a bit less curious, after all curiosity killed the cat," Wilkins said with a smile that implied he was remembering a moment with fondness. "Although in Mr. Rayne's case, Gnarl killed the cat over the course of a week. Not quite the same ring to it, I'll admit, but it was still quite satisfactory to watch."

"Ethan is… dead?" Giles asked with a trace of genuine sadness in his voice.

"Very. I'm told that having your skin cut off one strip at a time is quite painful and even with the demon's unique characteristics helping to keep the man alive, his body had to give out eventually. It took about a week, I believe," Mayor Wilkins replied as casually as one would answer a question about the weather, "Hmmm, that reminds me, Gnarl wanted me to find someone a little younger next time. Perhaps I should suggest to Principal Snyder to arrange a field trip to the local caverns for some of your classmates so that the fellow has a wide selection to choose from."

"Sorry, students are off the menu but I hear diced Mayor is all the rage in LA." Buffy said as she unsheathed her wakizashi.

"An amusing suggestion, Ms. Summers, but I'm afraid you're about to have bigger concerns than little old me." The Mayor took some sort of controller out of his pocket, "You might want to get outside quickly."

While the others were a bit puzzled by the statement, his wealth of movie and comic book knowledge helped him jump the gap between what was happening and what would be happening. "Everyone out of the building! Go, go, go!" he yelled while pulling Buffy and Willow in the direction of the door.

Thankfully it didn't take long for everyone to reach the same conclusion as he had and within minutes they were outside and well clear of explosion that followed. Looking back at the factory, he watched with dread as not only smoke but also bits of white began to float outside, ascending into the sky. Footsteps attracted his attention next, allowing him to watch as the Mayor exited the building with a villainous smile on his face and his hands clasped behind his back.

"Now the floor is prepared, the band is ready and the lights are about to go on," Wilkins said with true evil twinkling in his eyes. "Time to see if you can dance."

_**Buffy's POV**_

_This is __**SO**__ not of the good!_ She thought as the icky sensation she always got when Hollows were around began to flow like sewage around her.

It only got worse when dark portals began to appear and more than a few manifested in the sky above them, white masks emerged from the darkness. Out of instinct and nothing more she began to count them but after she reached thirty, her heart just wasn't in it anymore since fear began to creep into her soul. She'd heard Giles talk about what would likely happen if the Big Bad used the Hollow bait but hearing the words and seeing the reality were two completely different things. Bringing her wakizashi into a strong offensive position, one that Giles had taught her, she prepared to give this fight her all in the hopes that it'd be enough to make it through the battle of survival that was about to begin. Unconsciously she sensed everyone forming a loose defensive circle as a means of protecting themselves and each other from the advancing Hollow Horde but wondered if that was such a good idea. After all, a single target was a lot easier to dog pile than five different ones.

Taking another look at the advancing Hollows, she reconsidered the idea since she remembered that there was also strength in numbers.

"Giles, you, Ms. Dormer and Faith need to get back into the factory while the rest of us make a run for it," Xander said, his spirit power beginning to rise within him.

"WHAT?! Why?" Faith asked looking around with eyes that could see all but the monsters stomping towards them. "If G can get that energy field stuff working, we can fight too!"

"You wouldn't be saying that if you could see what we see," Willow said, sounding like she'd almost prefer to be in trouble with Snyder at the moment.

"Yeah, you'd be saying 'well this is a fine pile of shit we've stepped in now'!" Cordy said, using her snarking as a coping mechanism.

This caused her to almost look at Queen C in surprise but fortunately the oncoming masked monsters helped remind her where her attention should be. Looking around, it only took a moment for her to realize that Xander's plan was probably the best way to go. Giles and the others would need time to figure out a way to send these Hollows back to wherever it is they came from and they wouldn't be able to do it running around like mice being chased by a bunch of white cats. When you added that to the fact that Xander, Willow, Cordy and her couldn't power up all the way with them close by… "Yeah, well, now we're going to cut our way through it, so get your sword out and start swinging!"

This unexpected act helped her get her first swing in and allowed her to send a Hollow with a pig mask back to the darkness from which it came. After that, though, things got a lot harder but hearing the sounds of blades cutting through air behind her gave her some comfort since it meant she would have back up, which she would need because, no matter how many Hollows she slew, more stepped up to take their place and fighting them at her current level was cutting things **way** too close. Peripherally she reached out with her spiritual energy sensing ability to determine just how much distance they'd managed to put between themselves and the others but, to her dismay, she found it wasn't far enough to really cut loose. One of the things Giles figured out before they'd begun their sword training was to figure out precisely how far away they needed to be from Sunnydale to ensure that no one would get hurt by accident. To find that out, her former Watcher had taken them out to the middle of nowhere and then placed himself the equivalent of fifteen blocks away from their position. Once there he used the walkie talkies he'd brought with him to tell them to raise their spiritual output to maximum so that he could see just how close he could get to them with zero magical protection. After some trial and error interrupted by Xander needing to rest for an hour or two after removing his eye patch, it was determined that they had to be at least eleven blocks away to keep from hurting anyone.

By her estimate they'd only managed to put four blocks between themselves and where Giles' group was located at the moment. Admirable, considering how much time had passed since the first Hollow had been dusted, but still not good enough in her opinion. With determination fueling her swings, she decided to put what the stuffy Brit had said earlier to use and focused exclusively on destroying the masks and with as few swings as possible. With her experience as a Slayer and all the tricks that Willow had managed to figure out when it came to using their spiritual energy to boost their physical abilities, she didn't have to wait long to see the benefits of her new approach. Of course it helped that none of the Hollows they'd encountered so far were the kind that had human intelligence because then things'd get a lot harder.

Surprisingly enough, after fifteen minutes of fighting, they actually managed to break through the enemy lines to open space and, with no more impediments, they were able to open up some serious distance between them and the factory. It wasn't long before they reached the minimum safe distance for cutting loose with spiritual energy and so she turned around to face the Hollows chasing them. With grim satisfaction she saw that the majority of the Hollows had followed them but both with her eyes as well as with her spiritual powers she could tell that there were still a few hanging around the factory.

_Time to get their attention!_ She thought before she removed the restraints Giles has taught them so they could walk around like normal.

With the others mirroring her actions, they were soon putting out enough spiritual energy that without a doubt they had the attention of every Hollow capable of sensing their powers. Just like she hoped, even the ones that had stuck around the factory were now hauling their butts to join the rest of their fellow monsters. That still left them with the little issue of fighting and slaying over thirty Hollows, possibly more, but now that the Scooby gang could go all out she figured they had a fighting chance of buying Giles and Diana the time they needed to undo what the Mayor had done that is.

With no idea of how many Hollows would be drawn in by the shattered bait, there was no way to know whether or not they'd be able to outlast them. Plus it'd already been proven that the Hellmouth's own brand of luck had followed them, so she'd bet even money that some Hollows with IQs equal to her own would show up sooner rather than later. As she used her sword skills to the fullest and maxed out her physical abilities with her spiritual energy, she hoped that Giles' lectures about the balance between good and evil turned out to be right. If it did turn out to be truth, then it was only a matter of time before something good happened and it'd be equal to the amount of badness that had happened already.

_Then again, a lot of Giles' old books say the goodness doesn't come for a century or two after the badness starts,_ she thought as she ducked under a tentacle before cutting it off of its owner. _Hope that's not the case here._

Doing a strong broad circular motion so as to hit the Hollows with both her wakizashi and its sheath, she took the momentary respite to take a look around to see how the others were doing. Cordy and Willow seemed to have hooked up to form a tag team in which one worked defense while the other focused on the offense. It looked like the two of them were switching roles at random to keep their opponents guessing who'd be doing what. As for Xander, he was cutting down as many as three Hollows with a single swing thanks to the massive amount of spiritual power he possessed. He didn't even need to connect with the blade much in order to cleave them in two because his energy seemed to extend a good two feet further than the katana did. What had her raising an eyebrow, though, was the fact that he was treating the fight the same way she used to treat slaying a group of newbie vamps, which meant he was provoking them and having fun as he fought them.

It almost made her want to yell at him to focus on the task at hand but since it looked like he was managing to hold his own, she'd keep quiet until he got into a serious pinch.

As it was, though, that quick glance around was all she could do before the Hollows surged towards her again. Pushing her spiritual energy into her legs, she closed the gap with speed greater than anyone could have expected and, before the masked monsters could begin to execute their attacks, she sliced off their arms before going for their masks. Then using the momentary cover provided by the slain Hollow's disintegrating bodies, she struck at the ones behind them and thus repeat the process. It didn't last forever but she was able to take down six before the seventh managed to catch onto what she was doing and block her strike.

A temporary setback at best.

No matter how strong these Hollows were, they were just targets to her, which the only difference between them being skill level.

Until she encountered one with intelligence and skill that matched her own, she would have no trouble cutting each and every single one of them down. Until she ran out of strength and could no longer wield her wakizashi, she would continue to fight those who would seek her death. She may no longer have the Slayer essence within her but the same power that took that away had given her the tools to become the assassin of Hollows. She would kill them. Whenever she came across one, she would end it not because of some 'destiny', not because some old men told her she had to but rather because she **chose** to do so. It was something that people like Travers never even considered. Instead of offering the Slayers a choice, instead of letting them **choose** to defend the world, the fools made it sound as though they were trapped in a role not of their choosing. They could make the excuse that the Slayer was all that stood in the way of demons who desired to destroy the world all they wanted but to her, all that meant was that they were too cowardly to fight themselves. If the Watcher's Council was so powerful and so old, then surely it would have been possible for them to develop ways for normal humans to fight on even terms with demons by now.

Whatever the case, from this day forth, it would be her choice when she would fight and whom she would protect.

Her choice and no one else's.

_**Giles' POV, Inside of the Factory**_

"Any luck with the containers, Faith?" he asked as he continued to go through the few books he'd brought along.

"There's a bit of the gunk still in there. Don't know if it's enough for what ya got in mind, though," teplied the dark haired Slayer as she straightened up from examining one of the ingredient containers.

"It will have to do. Buffy and the others won't be able to hold off the Hollows forever and there's no telling what else Wilkins might have prepared for us," he stated as he carefully read the page he'd turned to. "Scrape whatever you can together and use those buckets to bring the residue over here. Just do what you can to prevent getting any on you. While it might not do you any immediate harm, it is better to be cautious when handling such exotic substances."

Indeed he'd found out firsthand during his more rebellious days what happened when you touched substances without understanding their properties. Fortunately none of those instances were dire and he recovered within weeks thanks to the help of Philip and the others. Given the nature of the contents of the containers, though, there was the possibility that getting too much on her would attract certain supernatural elements and most of them would likely be evil in nature.

Nevertheless, he'd need as much as Faith could scrape together if the spell he had in mind was going to work. While he'd have preferred to have tailored his spell as precisely as possible by learning the details of what Wilkins had done, the black mage had slipped away during the initial commotion caused by the arrival of the Hollows. Diana was searching the factory for anything of use but, considering that over twenty minutes had already passed, his hope that she would find a spell book or scroll was fading swiftly. He would simply have to discern what he could using the available information and hope that his educated guesses would be enough to bring his allies victory in this battle.

The premise of the spell he was about to attempt was simple: utilizing the ingredients used to make the bait he would attempt a mass reversal of its effects. The spell would reach out and ensnare the Hollows in its grip along with whatever bits of bait remained in the atmosphere and then force both out of this dimension. While he would have to modify the spell somewhat in order to compensate for the sheer number of Hollows that had arrived, but he didn't believe the changes were unreasonable. He just hoped that Buffy, Willow, Xander and Cordelia would be able to stay alive until he was ready to cast the spell. He had done all he could to train them in the use of their weapons but his knowledge of swordsmanship was focused more on European styles with only a smattering of kenjutsu knowledge thrown in. His summers spent at his friend's dojo had been informative but hardly complete since he could only spend three months of the year there and only until he graduated from the Watcher Academy. At best he'd taught them enough to be considered promising students by any true master of the blade.

_If we survive this battle, I will have to see about locating a proper instructor for them._ He thought as he did one final check of the spell, _Preferrably one with no ties to the Watchers Council._

While Travers had indeed approached Buffy with an offer of future support and instruction, she'd unsurprisingly turned him down, albeit with a bit more wit than he would have used. Thankfully the leader of the Watchers Council hadn't learned that Xander, Willow and Cordelia also possessed potent spiritual powers. If the man had learned of the other three, he was certain that they would have been approached to see if they were interested in joining the Council. If what he suspected of Xander and Willow's home lives was indeed the truth, then Travers would find all too many openings to force their employment. Indeed, even if they survived this battle, he would find himself with a new one since there was no doubt in his mind that news of it would reach the head of the Watchers Council. His loyalty to the Council and its duty to protect humanity from the paranormal threats of the world was as strong as the most enchanted steel. That did not mean, however, that he agreed with the policies or the viewpoints of its governing body and if he had to choose between the children and the Council, he would side with the former.

"Here's as much of the gunk as I could scrape together, G-Man," Faith said as she set down six buckets.

"Thank you, Faith," he said as he looked into each bucket to see how much he had to work with. "This should be enough for what I have in mind. Now please stand guard by the door as this will require the complete attention of Diana and myself."

"No sweat. Do what ya gotta do. I'll watch your backs," Faith said, giving her sword a quick twirl before heading for the main door of the factory.

He waited until she was far enough away before he let the brave front he'd put on in front the Slayer fall away to reveal the true graveness of the situation. The spell he was about to attempt was both ambitious and very risky but it was all he'd been able to come up with to suit their needs and even then he'd had to modify a few parts. He just hoped that between himself and Diana they'd be able to control the forces they were about to invoke, otherwise they were all dead.

"Let us begin," he said as he lit the Bunsen burner beneath the cauldron and picked up a plastic bag filled with some sort of plant clippings.

He began chanting in one of the earliest forms of the Shikoku dialect of Japan and did his best to make sure that he pronounced the words perfectly as well as at the right speed. Mistakes could not be allowed. After the first bit of chanting done by him, Diana joined in, often acting as a counterpoint to him with when and how loudly she spoke. Each time a new series of incantations started, he would place the next ingredient into the cauldron, sometimes causing a plume of smoke to be emitted. The stench was horrible but he endured it and continued with the next series of incantations, using his both his mind as well as his soul to direct the mystical energies that were beginning to gather in response to the chanted words. It wasn't too hard at first but as time wore on, it was like trying to lift a growing stack of books while making sure not to drop a single one. You needed to be constantly aware of where your center was and adjust your grip quickly in order to stay on top of things because, once you started to lose control, it took a herculean effort to get it back.

Despite his skill in the arcane arts and the knowledge he possessed, though, it wasn't long before the pressure being placed upon him reached a level where could very well be crushed. Nevertheless he endured and waited until the last of the incantations were spoken before releasing the energy to do what he needed it to do.

Like the shockwave of an explosion, the energy surged forth, leaving the building as well as the rest of them unharmed but seizing its designated targets with a vice-like grip. Then, once all of the targets had been ensnared, the spell utilized the weak points created by the portals the Hollows had come through to open a gateway to their realm. Once that had been done, the spell began to pull the Hollows towards the open gateway, with only the strongest being able to put up enough resistance to keep from traversing the portal within the first half minute. As time went on, though, he began to wonder if the spell would succeed in banishing all of the Hollows or if there'd be a few left in this dimension afterwards. He supposed that so long as the remaining Hollows number no more than fifteen, Buffy and the others would be able to dispatch them easily enough.

It was as he sensed the spell drawing to a close that he felt a disruption that almost succeeded in knocking him for a loop. Unsteadily getting to his feet, he walked over to the nearest window so he could see with his eyes what his mystic senses could not make sense of. Looking out the window only made things worse as he noticed that a large group of Hollows had wrapped themselves in what appeared to be a blood red field of energy. The spell, from what he could see, was still trying to pull them into the gateway but was having a hard time re-establishing its grip due to the cloak of crimson energy covering the masked monsters. However it was as he was trying to think of a way to neutralize the red energy that something truly awful happened.

Like water swept up from the ocean to form a funnel, the Hollows transformed into a black oil-like liquid before being sucked to a central spot to wrap around one another and merge. Larger and larger the mass of black liquid bathed in crimson light became until it was almost double the size of the factory itself. His mind asked the question 'what is happening' but his soul hoped that he would not receive an answer anytime soon.

Sadly it would be the former that would get its wish as the mass began to move in a more coherent pattern and begin to move with a definite purpose in mind. First it began to stretch towards the sky and then parts of it began to take on the color white then harden into clay-like substance, much like the masks of the Hollows that had come together to form the mass. Limbs began to form and then, when it was all finished, what stood outside was a giant Hollow that was big enough to give King bloody Kong height issues. With a roar that could no doubt he heard for miles it bellowed and, to him, it might as well have been their death knell. He had already played his trump card and, no matter how powerful Buffy and the others had become in terms of spiritual power, there was no way that they could defeat such a giant.

That would especially be the case if the thing had any sort of long-range attack in its arsenal that had yet to be revealed.

For the first time in a long while, he was at a loss as to what to do next and that only caused more dread to fill him. All of the spells that he knew that might have given him even a speck of hope were far too complicated for him to cast on the spur of the moment. He also did not possess the ingredients for such potent spells so, even if he had the time, he would not be able to perform them properly. As the hopelessness of the situation began to wash over him, he slumped against the wall and slowly sank to the floor of the factory.

"S-so… um, what's the plan, G? D?" Faith asked with barely a shell of her former cockiness in place.

"I truly wish I knew, Faith," was the only reply that Diana could give after seeing the giant Hollow outside of the factory and understood the truth of the situation.

_**Willow's POV**_

"Um… I think we're going to need bigger swords." Xander's quip, the four of them looking up, up and up some more to the mask of the giant Hollow before them, fell quite flat.

"Fuck that! We need a TANK!" Cordelia exclaimed in fear as she gripped her katana even tighter.

"I… I can't believe I'm saying this but I think Cordy's got the right idea," she said shakily, causing the doors on the 'we hate Cordelia' club to close for good.

Indeed, looking at the giant hollow, she couldn't see any of them managing to cut anything higher than its shin and even then the wound wouldn't be too deep. Considering the sort of damage that needed to be done to a normal Hollow to kill it, she didn't see how they'd be able to do the same to this one unless it pretty much laid down and let them do it. Given that this one didn't seem all that smart, she doubted that it could comprehend language, much less have the intelligence to talk with them, so just asking it to let them kill it would be impossible.

"Too bad we likely won't be able to get one of those anytime soon," Xander said as he brought his blade up in front of him. "All we can do is power ourselves up as high as we can and give it our all. With a little luck, it'll fall sooner then we will."

With those words she could feel him drawing on his spiritual power more and more, causing the air around them to begin to vibrate with his energy. While it was truly impressive, she knew the risks he took whenever he pushed the spiritual energy he possessed to new heights. She was just glad that so long as he kept his eye patch on, he would be able to make it back home under his own power without too much difficulty. If something happened to force him to remove the seal on his power, they'd all have to carry him home since he wouldn't be able to come even close to standing. Fearing what would happen if the enemy still stood after Xander's power took its toll on his body, she brought her own blade up and made a promise to herself that she would protect him if that happened. Reaching within her, she sought the power she'd gained Halloween night… no, the power she had always had but had been unable to reach before Halloween. Using her resolve to bring it forth, she raised it as high as she dared without losing control of it and prepared her body so that should divert the power to wherever she needed it to go. Peripherally she could sense both Cordy and Buffy following their lead but, even as she prepared to engage in battle once more, she wondered if this would be the last time. While she tried not to think about it intellectually, she knew that the Scooby gang had enjoyed just as much good luck as bad. There was no other way to explain how a group of four teenagers and a Watcher could have done as much as they had without serious injury, much less death.

_If I'm going to die, though, I can't think of anyone I'd rather die with,_ she thought, looking at Xander as he charged forward at the giant Hollow.

Following him in as support, she prepared to block the Hollow's counterattack that would follow Xander's initial assault without a doubt. She didn't think she'd be able to match it strength for strength but, with a little luck, she might be able to parry it away from her friends. It was one of the things she'd learned to do after encountering the first Hollow that truly surpassed her in the area of brute strength and, with Giles' help, she quickly mastered the basics of the move. She was pretty sure a true master swordsman (or swordswoman) would still take her apart with one hand tied up but, considering how new she was to swordplay, she was fairly proud of her progress.

Hearing the sound of something immense moving, she brought her attention back to the matter at hand and watched as the giant Hollow took its first real step forward. For a moment she was afraid that Xander would wind up being kicked but, in a move of surprising foresight, he sidestepped the foot at the last moment. As the foot passed by, he lashed out at it with his katana while using his spiritual energy to increase the damage done by the horizontal slash. For a second it looked as though no damage at all had been done but then, amazingly, a cut formed on the Hollow's foot, causing blood to spurt forth. While it wasn't as much as she'd have preferred, the bellow emitted by the masked monster was encouraging even as it took a step back.

_My turn!_ She thought as she split her spiritual energy between her legs and her blade.

Using a trick she'd figured out during the early days following Halloween, she used her energy to increase her speed until she matched, if not surpassed, the speed of a Slayer. This allowed her to cross the distance between where she'd been and the giant Hollow in a blur of speed that could not be countered by the large creature. Then, putting all her focus into performing a perfect slash attack, she used the rest of her energy to increase the sharpness of her katana so that it'd easily cut through the white foot. Feeling the resistance of the white appendage was putting up, she had to marvel a bit at how tough the stuff must be. She'd practiced this against just about anything she could get her hands on and not once had she encountered difficulty like this. Backing away swiftly from the Hollow, she looked to see just how much damage she'd managed to do but was disappointed when even less blood came out than with Xander's blow.

_This could take a while,_ she thought, watching both Buffy and Cordy deliver their attacks.

For a few moments it looked as though they could very well win, so long as they were careful and continued to whittle away at the Hollow's body. However it was as Xander was about to launch another attack that she noticed something change about the monster's behavior. Instead of trying to get away like it had been, it was now standing still and had opened its mouth as wide as it could. At first she thought that it was about to roar again but when she began to see crimson energy spiraling towards a central point, she recognized it for the energy build up that it was.

"Everyone! Scatter! It's going to fire something!" she yelled at the top of her lungs as she put all her spiritual energy into her legs so that she could get out of the imminent blast's path.

In the end it was close, too close, but all four of them managed to get to safety a second before the giant Hollow emitted a large crimson blast that tore up the ground, leaving a large smoking crater in its wake. In light of this, she was pretty sure everyone, herself included, were making mental notes to watch out for that move since getting hit with it would probably leave them with a bad case of dead. Fortunately it looked like the crimson blast wasn't something that the large Hollow could fire one after another, so as long as they kept an eye out for the buildup of energy evading it wouldn't be a problem. With this in mind, the group of four continued to take shots at the gigantic monster but always kept an eye out for any signs of the Hollow firing off another of those death beams.

It was about fifteen minutes later, after the Hollow's left foot looked like someone had taken a very sharp propeller to it, that the creature finally lost its footing and fell to the ground.

"Go for the mask! HURRY!" Xander yelled before making for his designated target with all due speed.

As a single group they charged the giant Hollow's mask, intending on destroying it before the monster could recover enough to defend itself. With their spiritual energy boosting their normal levels of speed, they were able to arrive at their destination just as the Hollow managed to get its hands in position to push itself off the ground. Not wanting to let it get vertical again, she changed her course a bit and quickly executed two slashes to the left wrist of the monster. The practice she'd gotten since she'd first attacked it had given her the information she needed in order to properly calibrate the energy she put into her katana so that it'd cut as deeply as Xander's sword. Thus, when she left the left wrist to aid the others with the mask, she knew she'd been successful and the sound of a body hitting the ground again only backed up that idea.

As she joined in the slicing, she could tell that what meager beast-like mind the giant Hollow possessed was beginning to feel fear and a bit of desperation. Things it should have been able to stomp on were tearing it apart and would perhaps kill it if it didn't think of something soon. Fortunately it was so limited in how it could think that it'd probably make Harmony look like a deep thinking philosopher by comparison. Concentrating on more than one task at a time was beyond it and pain was a great way for them to break the creature's concentration time and time again. In the end, though, it was Xander who dealt the final blow as he poured what had to be half the spiritual energy into one devastating overhead slash. Cleaving the mask clean in two, the large Hollow only had time to roar one final time before it broke down into smaller and smaller pieces until nothing was left.

With a sigh of relief, she let the tension from the battle go and began the slow process of strapping her power back down within her body.

"Heheheheh! We're pretty damn good, ain't we?" Xander asked rhetorically as he rested the blunt side of his katana against his shoulder. "Big or small, Hollows don't stand a chance against us!"

"Speak for yourself, dweeb!" Cordy snapped looking more than a little worn out, "I feel like I've been trapped in the gym class from hell."

"Ditto. Let's go get the others and go home," Buffy said turning back towards the factory. "My bed's calling to me and I don't want to keep it—"

Buffy's words cut off rather abruptly so, out of curiosity, she turned her head to look in the same direct as the blonde was in order to find out why.

What she saw had her at a loss for words as well because last she checked a horizontal black line stretching more than fifty yards horizontally in the air was not normal. It was roughly halfway between the four of them and the factory but she hoped that it wouldn't be any more dangerous than chalk drawings on the pavement. However, when vertical lines began to rise up from the black horizontal line, it almost looked as though someone or something was drawing a mouth starting with the teeth.

Then, with movement that was almost alive, the horizontal line split open to reveal a gray void that seemed to go on forever.

That did not last because, within, seconds dark forms of various shapes and sizes began to emerge from the gray. As they got closer they gained more detail but, as her mind put together the various features, she truly wished that they'd never emerged from the gray empty void. The reason for this was simple: the forms were more Hollow and, unless her eyes were deceiving her, at least **FOUR** giant Hollows like the one they'd just defeated.

Not good! SO not of the **GOOD!**

"Um… can we start running now?" Cordy asked in a quavering voice that implied she was just barely holding it together.

_**Xander's POV**_

_I __**really**__ gotta learn to watch what I say!_ He thought before doing a quick mental calculation of just how many they would be up against in round two, _One…two…three…four…five…six…seven…well I think it's safe to say we're outnumbered here. Shit!_

With four of them looking like the giant Hollow they'd just killed and the rest being of sizes both larger and smaller than the masked monsters from before, he had to wonder if some hospital time was in their futures. His ability to sense spiritual energy was able to tell him that the others were just a little shy of half strength, with his own power not being much better off. One more giant Hollow they could manage, a group of smaller ones no bigger than an elephant they'd be able to wipe out, but with a group this big as well as this varied might turn out to be a bit more than they could chew.

It was a second later that the ones in the lead emerged from the portal and set foot onto solid ground that he realized that they were in much bigger trouble than before. In the blink of an eye the air around them went from being something you were peripherally aware of to something that felt like it weighed a hundred pounds at **least**. Immediately he recognized the feeling as being caused by the energy within the Hollows that emerged from the gateway and that was **NOT** a good thing. Not once since he'd first gained the ability to sense spiritual energy had he felt such power and even if what he was feeling was coming from the group of Hollow as a whole, things were not looking good.

Then things got worse.

One of the Hollows to step into the real world looked like a bipedal frog and even seemed to be make ribbiting sounds, albeit with the usual distortion that came with the masked creatures. This was not good since he knew all too well that Willow had a sort of phobia when it came to frogs of any kind, which meant her fighting abilities would be hindered by that fear. Of course when the next Hollow emerged, he discovered something that would give him problems of a different sort because rather than fear it the creature would remind him of an experience he would rather forget. Stepping out right alongside the toad Hollow was a hyena-shaped Hollow that was as big as a rhino and, once it looked at the four of them, it let out the **creepiest** laugh he'd ever heard. The rest of the Hollows were more normal looking but they looked strong and with four more of the giant variety, things were looking very grim indeed for the Scooby gang.

"Hahahahahahahaha! Looks like we've got some tasty ones this time, senpai!" said the Hyena with malicious humor, "And LOOK! They're already tenderized for us! Hahahahahahahaha!"

In an unexpected move, the frog-shaped Hollow dealt a devastating kick to the head of the Hyena, sending it to the ground.

"Shut up! You know how much that laugh of yours irritates me, Haru. Ribbit." Snapped the frog without looking at his comrade.

The female hyena Hollow shook off the blow without too much trouble and got back to her feet, albeit in a somewhat submissive manner.

"Still, you're right about one thing though. Ribbit." Stated Froggy as he looked over the four with an evaluating set of green eyes. "These four will be quite filling. Too bad you won't be enjoying it with me."

"WHAT!?" exclaimed Haru in shock and dismay.

"You know the rules. You laugh and you find your own meal. No exceptions," explained the frog before glaring at Haru. "Now leave!"

For a moment it looked as though Haru the Hyena might protest further but then, with a slight whimper, it began to lope off to do as it was told. While he personally wasn't too upset about having the number of baddies go down by one, he had a huge problem with the direction the scavenger was going. If it kept going that way, it would eventually hit Sunnydale and if its hunger matched the power he could sense from it, the town's population would be cut by half before the sun rose. Bringing his katana up, he prepared to run over and block its path when movement out of the corner of his eye caused him to dodge instinctively, making him realize he'd have to deal with the frog one first.

"That was a warning, brat. DON'T ignore me," the frog said coldly as it pierced him with its gaze. "If there's one thing I, Toshio, hate, it's being ignored."

"I'm sensing issues here," Buffy muttered while using her energy to stave off the Hollow's power. "Ya think he was a nerd once?"

"Shut up! Don't piss it off, Summers!" Cordy hissed at her while trying to keep her usual Queen C expression on her face.

"Too bad. You're already too late," said the frog Hollow with anger beginning to creep into his voice. "I heard those words and you're right, I was a 'nerd', as you call it, when I was human. But those days are long past. Now you will suffer the same fate as everyone else who made fun of me. Get **them!**"

The four giant Hollows and their smaller comrades charged, their intent as clear as the masks on their faces. Preparing both his blade and his spiritual energy for the fight, he wondered if they'd manage to make it through okay this time. Ducking under the attack of the first Hollow to reach him, he immediately classified it as being the smarter type that they'd been encountering the last couple of weeks. The animalistic minded ones were crude fighters and were relatively easy to beat once you had a good enough grasp of their abilities. However the smarter ones could actually think and come up with strategies while analyzing the moves of their enemies so that they could modify their tactics accordingly. Normally this wouldn't be a problem since, with a little teamwork, the four of them could overcome the smart Hollows. However they were already fatigued from fighting and fighting so many smart Hollows wasn't easy, especially with the giant ones making as mess of things by disrupting any attempts by the Scoobies to form a united front.

Fanning the flames of his spiritual energy, he pushed it harder and harder in order to keep up with the enemies trying to take his life. Unfortunately he quickly realized that while he may have come a long way since the first lesson, his swordsmanship skills were barely above the rank of amateur. Against these Hollows, whom he had a feeling were survivors, scoring a solid hit was proving difficult and evasion was only done by the very slimmest of margins.

_Don't know how long I can keep this up,_ he thought as he parried a blow then lashed out with his katana. _Keeping an eye on all the Hollows, on my friends AND making sure I don't get hit by one of those giant sized energy blasts is stretching me pretty thin._

Given a few more months, maybe a year or two, he might get good enough where this sort of situation would be doable for him. At present, though, he was barely managing to hold it together and all it would take would be a single screw up on his part to put him at the bottom of a Hollow dog pile. That or a pile of ashes, thanks to one of those crimson blasts.

_Looks like I might have to risk it,_ he thought as his shoulder caught a glancing blow from a Hollow with double jointed arms. _I just hope that I'll be able to kill off most of them before I max out._

With that in mind he executed a three hundred and sixty degree slash intended to clear some room for him and then yanked off the eye patch. As he stuffed it into his pocket, he felt his spiritual energy skyrocket and new power fill his body as a result. The Hollows seemed to sense the change as well and it caused them to pause for a moment, but he liked that because it gave him the opportunity to strike. With a yell of aggression he executed a horizontal slash at the most dangerous looking of the Hollows before him and then watched with satisfaction as it cleaved them in two. After that, though, things got a little harder but he was drawing blood more often and now it was the Hollows who seemed to need to fight more seriously. As the minutes passed, though, he began to grow impatient as it was taking too much time to kill his Hollow opponents. From past experience, he knew he had only a brief time in which he would be able to go all out like this before his body gave out, dropping him to his knees and virtually signing his own death warrant in the process.

It was then that he made a strategic decision and leapt over the heads of the Hollows that had been surrounding him and went directly for the nearest giant Hollow. If he was going to do the most good, he would have to put his strength towards the most serious threats and, thanks to the fact that the King Kong sized creatures weren't all that bright, the odds of him scoring a hit went up dramatically. With this in mind he pushed off the ground as hard as he could the moment he landed so he could get as close to the giant Hollow's mask. With his maximum power his jump was pretty damn high and it was with a toothy smile of satisfaction that he looked his target right in its red eyes two seconds before he delivered a diagonal slash. Whether it was his blade that did the cutting or the energy that was released along with the attack, the end result caused him to chuckle with glee at what he realized he could now do.

_I can do this! I __**WILL**__ do this!_ He thought with newfound confidence. _If I can take out the giant Hollows, the rest of the gang will finally be able to get some teamwork going!_

Thus, as soon as he landed, he began to move onto the next giant Hollow with all due speed so that he could finish off all four before his body could fight no more.

If he could achieve that, then he would achieve a victory that he could be content with even if he perished soon after.

_**Three Hundred and Thirty-Eight Miles Northwest, Five Minutes Earlier**_

"Aiiee-yaaaahh!" Came the bellow from the rare finds antique shop as two people exited. "GET OUT!"

"Hai hai. See you next time, Chan-san," said the short of the two men wearing a green and white hat.

The response he got from that was a bronze statue thrown at his head but, with excellent reflexes, the shorter man caught the statue with ease.

"Thank you for the wonderful parting gift. You're so generous!" yelled the man with a pair of Japanese wooden sandals on his feet.

This only caused more of an uproar from Mr. Chan but, fortunately, it looked as though the old Cantonese-speaking man wasn't willing to lose any more merchandise by throwing it. It was on this note that the duo proceeded to walk down the street, the larger one carrying a large stack of boxes that was a mix of cardboard and finely carved wood.

"You should be more considerate of Chan-san's health, tenchou," the larger, muscled man said as the two of them continued down the street. "He is not the young man he used to be."

"Don't be silly. That man is one of the most stubborn people I have ever met," the blonde haired store manager said dismissively. "He isn't going to die until he's good and ready."

Indeed, in the twenty years since they'd first entered into a business arrangement with the antique seller, the cranky old man had rarely fallen ill and often proved to be quite lively for his age. These little arguments they had were also normal and would not change anything. Oh, Chan-san would ignore phone calls and likely tear up any letters for the next few weeks but then he'd place orders same as always. That was the deal they had: his store would give Chan rare ingredients along with some rare books and, in return, Mr. Chan would be their go to person when it came to chi mysticism. While they were not idiots in that area of expertise, it often paid off to have someone on the outside take a second look at things. Plus they were more mainstream in their knowledge while Mr. Chan was an expert in the more exotic and less studied areas, so their relationship benefited both sides.

The taller man with the glasses conceded that point and, on that note, they proceeded to their departure point where they would return home. They'd already stocked up on all they needed in the city and the next few weeks would be busy ones, so it'd be important for them to get back as soon as possible. It would not be long before **those** goods arrived and it simply wouldn't do to keep the one who'd placed on order for one of the items in that shipment waiting.

They were about halfway to the departure point when something registered on one of their senses that caused them to stop in their tracks. The sense that allowed them to feel the potent force was one that only a select few people in the world had and even fewer could be considered experts in terms of how to use it. That sense was now informing them of a rather potent spike of energy that was located somewhere to the southeast of the city and, after taking a moment to find the precise location, they were surprised to find that it was nowhere within the city limits. Stretching out further and further, they were both surprised to find that it was located almost five hours away. For the power to be so potent that they could sense it from that distance it had to be extraordinary. Both of them theorized that it was most likely a group of beings putting out that signal because, if it was coming from one person, then that person would be stronger than the head honcho in their old home town. Whatever the case, the spike of power had snared their attention and, given what they knew, the source needed to be found.

"Tenchou?" asked the taller man as he turned his head to look at the man in the green and white hat.

"Return to the shop, Tessai-san. I'll check this little surprise myself," replied the geta-wearing man, sounding like he'd found something intriguing about the energy spike.

"Understood," stated Tessai with only a bit of reluctance before resuming the walk to the departure point.

As the one in the striped hat watched his friend walk away, he began to move towards the source of what had caught his attention.

One way or another, he had a feeling he wouldn't be disappointed with what he found.


	7. Steps Taken, A Mystery in the Makin'

Disclaimer: I do not own any of the copyrighted material contained herein. They are the rightful property of their respective creators and associated companies. I make no money off of this whatsoever and have no intention of changing this within my lifetime. I write fanfic because it's fun and because there are those who enjoy reading my work. Therefore it would be appreciated if you did not file a lawsuit against me because I can promise you that anything you get from me won't even cover half your legal fees.

_**One Mile Outside of Sunnydale, Haru's POV**_

"Damn that Toshio! What's so bad about my laugh?" Haru asked rhetorically as she continued on her way to the small town where she would find her next meal.

Grumbling on and on, she knew that she'd still go back to him because, while she might be adjuchas just like him, he was the stronger one. While it was true that Hollows who managed to reach the same level as her normally wandered alone, there were always those weak ones who needed a strong one to survive. There were also always a few strong ones that wanted to hire on weaker minions so they'd have someone to brag to about how 'great' they were. In her case she'd been able to hook up with Toshio because she had a unique ability that he found useful and she knew that she'd only be allowed to remain with him until the day he stopped seeing it as being useful. The reason she took his blows and his insults was because she knew how hard it would be to survive Hueco Mundo alone. While the Menos Grande and those beneath them were no threat, she knew that the other adjuchas would target her because they viewed female Hollows as weak. They would devour her with the intent of getting stronger and perhaps taking them one step closer to perhaps evolving into a Vasto Lorde.

Or they'd simply attack her for their own perverse amusement.

_So, like it or not, I'm stuck with him._ she thought as she used her senses to try and locate an appetizing meal.

She cringed slightly she could sense that the foul aura of a Hellmouth about the area but it was weaker than the other two times she'd gotten close to the portal to hell. It would unpleasant but she'd be able to endure it and, seeing as how such places tended to have tasty souls in them, she would not turn away. Minutes later that she picked up on a human soul that felt like it'd make a good meal so she changed her course to get to it.

Before she could take more than ten steps, though, a gunshot echoed through the air and the ground in front of her exploded with such a lack of warning that she reflexively retreated as swiftly as she could. It took a moment for her mind to remind her that human weapons, like guns, couldn't hurt her but, once she did realize this, she looked around for the person who'd shot at her. It annoyed her that a lowly human dared to attack her and so she decided right then that she'd make that person her first meal, since they obviously possessed enough spiritual energy to see her. It took a minute but she eventually laid eyes on a human woman who looked to be in her late twenties wearing some sort of business suit and holding a smoking revolver in her hand.

"You will not take one more step towards the humans, Hollow," the woman said with an ice cold voice that **almost** induced shivering. "I suggest you return to where ever it is you came from. Do so or die."

Her eyes widened; not in fear but in shock that the human woman actually had the gall to threaten someone of her power like that. Normal Hollows had no trouble at all killing humans and she had the power to command Menos Grande. which were the taller than the biggest trees. It was ludicrous and made her angry that a being beneath her was taking her so lightly.

"You've got guts. sister. If you got enough spiritual power to see me, you should also be able to tell how powerful I am," she said, turning to face the arrogant human. "So I'm afraid I must decline your suggestion and offer one of my own: start running. If you manage to stay alive for half an hour, I **might** let you live. Maybe."

"Very well. You have chosen your fate. Angel? Deal with her if you would."

"As you wish… my master," came a disturbing voice that had no discernible source that she could see.

That changed however when a man rose up out of the ground as though it were made of water. Clad in a red trench coat and wearing white gloves, he didn't look like anything special at first but, when he raised his face, she saw that his blood red eyes. That was a color that was distinctly not human in nature and his unnaturalness was only further reinforced when he smiled at her exposing two fangs.

Was he a vampire?

"Tch! You think a vampire is going to be able to kill me, human?" she asked, sounding distinctly unimpressed. "They might not taste good but even the lowest Hollow can eat one of them for breakfast."

"Angel is unlike the trash you've faced in the past, Hollow," the woman said without a shred of fear. "Indeed, he is unlike anything **anyone** has faced in the past."

"Big talk. Let's see if he can back it up!" Challenge made, she charged the arrogant red-eyed vampire.

"GLADLY!" yelled the vampire called Angel as he surged forth to meet her charge.

Thus the contest of strength began.

_**Back at the Battlefield Near the Factory, Willow's POV**_

_T-this is not good!_ she thought as she used her speed to get behind the Hollow attacking her so she could decapitate it.

She didn't know how long it had been since that… frog Hollow… had ordered his minions to attack but she did know that she was beginning to tire. Never before had she been pushed so hard, whether it be physically or with regards to her spiritual energy, and it was beginning to show in her movements. Where at the beginning she'd been able to dance around the attacks of her foes without too much difficulty, she was now beginning to get glancing blows. They might not have done much damage but they did hurt and pain was a distraction she could not afford to experience if she wanted to live to see tomorrow.

Xander had scored a major victory for them by taking out three of the four giant Hollows but he was having trouble with the final one since the… frog had ordered four of the smaller masked monsters to get in his way. It wasn't that the four were stronger than Xander was at the moment, according to her senses he was more powerful than any one of them, but it had been made clear in the first few minutes that they had significant experience teaming up with one another. No matter what Xander tried, the teamwork of the four kept him off balance enough that doing more than maintaining a stalemate was beyond her oldest friend's abilities. What made it worse, though, was that she knew her friend had to be reaching the limit of how long his body could withstand the amount of power he was putting out. Unless something was done soon to end the fight, he would be a sitting duck for the Hollows and she had a feeling they would soon follow him if he was killed.

_There's gotta be something we can do!_ she thought as she brought her blade up to block the claws of a cat-like Hollow.

However, no matter how hard she thought between each exchange of blows, she couldn't think of anything they could do that they weren't already doing. They were already channeling their spiritual energy into their bodies to boost their physical abilities as high as they could. They were already using every sword trick and technique that Giles had been teaching them since their zanpakuto first manifested. They were already taking all the experience and knowledge they'd gained since Halloween and using it to slay the Hollows.

What else was there?!

_Be quiet! Some of us are trying to get some sleep._

The voice was one that was not spoken out loud but seemed to be coming from… elsewhere and, unless her ears were deceiving her, it kind of sounded like the woman who did the voice for Ryoko in that Tenchi Anime Xander had her watch once. It was then that she noticed that the rest of the world seemed to have been paused because, no matter where she looked, not a thing was moving; not her friends, not the Hollows and not even the dirt being kicked up into the air by the battle moved so much as an inch. She was so amazed by this was she that she almost missed the movement out of the corner of her eye but see it she did and she turned her head.

What she saw wasn't what she'd been expecting at all, but at the same time, there was a certain… familiarity in the sight.

Walking out from behind her was a panther but, instead of a normal one, this one looked like it was made from tiny bits of dark amethyst gemstones. Most of the bits were a little bigger than a grain of sand but, for parts like the claws and the teeth, they were as big as a pocket knife and looked just as sharp, if not sharper. It also looked like the panther had just woken up from a nap as its movements were a bit sluggish and a moment later it yawned widely before turning to look at her with glowing golden eyes, not unlike her own.

_You and your friends sure like to stir things up, cub,_ came the voice she now knew came from the panther. _I don't really care about that but you're antics are causing problems for me._

"Um…sorry?" she said uncertain of how best to respond to that.

_Whatever. I suppose it couldn't be helped,_ thought the panther as it shook off the last of its drowsiness. _And it looks like I'm going to have to lend you a hand if I'm going to get back to my nap anytime soon._

"Lend me a hand? How?" she asked a bit uncertain about what the large feline could mean.

_It's time for you to learn my name. Learn my name and reach a new level of power,_ the panther thought as it turned to face her and sat down. _Listen to my words and speak them aloud._

Listening to the words that entered her mind, she could instantly tell that they had power in them and, as she watched, the purple panther fade from sight. It was then that she began to notice the rest of the world beginning to resume its normal pace and that if she didn't act quickly, she might not be able to later. It was with a leap of faith that she brought her katana up in front of her face and spoke the words she had been given mere moments before.

"Relax under the black leaves, Mokukurosha Dorahyou,"

It was with a little surprise that she watched the blade of her katana fade into another color, one that matched the color of the panther, before an unseen wind blew by causing it dissolve into glittering pieces of sand. However she wasn't worried one little bit because she could **feel** each tiny grain in her mind and, more than that, she instinctively knew that she could control them. Without hesitation she began to will the grains to attack the Hollows and, just like how a sandstorm was deadly despite how harmless some people thought sand was, so too were the bits of amethyst. Flying through the air with the speed of an arrow, they bypassed the attempts of the Hollows to block or attack, piercing their masks with almost no loss of speed. The Hollows, however, soon figured out what needed to be done and tried to attack her directly rather than fend off the bits of purple death that had struck down four of them already. Seeing that her only means of blocking the claws was a ways away, she instantly brought her arms in front of her to put up something of a defense. Closing her eyes and bracing herself for the pain she was surprised when all that hit her moments later was some sort of liquid mixed with little bits of solid.

It was only when she opened her eyes that she realized why and it caused a bit of shock with her: spread out in front of her was a net made of the grains of amethyst and, thanks to the speed and the force the Hollow used, it'd been sliced up into pieces no bigger than her fist. Had the grains of amethyst reacted to her desire to protect herself or had the panther she'd spoken to somehow used them to protect her? She didn't know but she was glad that she was still in one piece and from then on out, she would make sure to keep at least a third of the grains close by for defense.

With that lesson learned, she resumed tearing the through the Hollows either by piercing their masks or shredding their skin with large masses of the purple stuff. Before long the area around her was completely vacant of Hollows, leaving only those attacking the others in one piece but that was something she'd quickly be able to remedy. Gathering the grains of purple around her, but not reforming them into her katana's blade, she ran to aid the closest Scooby, Cordy. A comet composed of the bits of amethyst attacked the two that seemed to be getting the better of the head cheerleader by burrowing through them like one of those multi-faceted drills used to dig through mountains.

"What the hell!? What kinda freakiness are you doing now!?"

"The kind that's saving your ass, now back me up so we can go help the others!" she snarled as the Hollows began to attack the two of them with desperation in their movements.

The reply seemed to surprise Cordy but, truth be told, it sort of surprised her as well.

Nevertheless, the rich girl did as she'd been told, moved into a support position and together they began to kill the Hollow's one after another until only one scared rat-like one remained in their immediate vicinity. She was about to dispatch that one when a long pink tongue shot out of nowhere and impaled the rat Hollow through the head. It only stayed there for a moment before withdrawing but the damage had been done and the rat fell to the ground like so much dead meat. Looking in the direction the long tongue had gone, she saw that it had been the leader of the group that came through the portal that had slain the rat Hollow. But that didn't make sense! Why would he kill his own minion? The answer came to her when she recalled how the whole master and minion thing tended to work. The masters only tended to keep the minions around while they remained useful and didn't make them look bad. Therefore it was the rat's own cowardice or perhaps its lack of usefulness in the present situation that had brought about its end.

Of course that didn't change the fact that the frog Hollow was walking towards them with a look of annoyance on its face… or at least she thought it was annoyance.

"You sure have made a mess of things, shinigami," Toshio the Frog said with a tone Buffy often used in reference to homework. "All I came here for was a nice, juicy meal and maybe a bit of fun. Now I've lost more than half of my minions and it's going to be a serious pain in the ass replacing them."

"Yeah? Well… if they couldn't take us down then they weren't much to brag about anyways!" Cordy blurted out, trying to bluff the oncoming threat with false confidence.

"Maybe, but that doesn't change the fact that I'm going to have to go all over Hueco Mundo to find new ones," Toshio said without slowing own one little bit. "So I think it's only fair that you compensate me with your souls. It would keep this little trip from being a complete waste."

"Sorry but we're kinda attached to them," she said, trying to keep her fear of frogs at bay.

"Not for long." Toshio said before using his long legs to leap towards them.

_**Buffy's POV**_

"AAAHHHH!"

"Willow!" she exclaimed, looking to the right just in time to see her friend impact the ground hard fifty yards away.

Immediately looking for the cause of her friend's pain, she soon found it in the form of the Big Bad of the Hollow group that had come through the mid-air portal. This worried her greatly since it was general rule among big bads that, if they had a group of minions, then they were either the strongest or the smartest. Neither possibility was of the good in her opinion and it was only made worse by the fact that it didn't look like Willow would last long enough for her to take her time with her own adversaries. She needed to finish off her Hollow opponents **NOW** and move to support Willow. Either that or find a way to take on the remaining Hollows who'd ganged up on Xander so he could go to his best friend's aid. With that in mind, she let her distracting emotions fall to dust within her, leaving only her resolve and her skills causing her mind to become as sharp as any blade. Emotions was a source of strength in most cases but only if you could control them and direct them. At present, the stress of the situation had made her control fragile at best, so rather than risk her friends' lives she locked them away until the situation improved.

Deciding that going for fatal strikes was proving to be too difficult, she changed to disabling strikes in the hopes of immobilizing her foes and letting her break away from them without pursuit. This proved to be the correct course of action because the Hollows didn't even bother to block her blade once they determined it wasn't heading for anyplace vital.

It was their first mistake.

With three strokes of her sword she had severed one leg from each of her three opponents, causing them to fall to the ground, roaring in pain. She didn't stay to take satisfaction in it, though, because a friend needed her help. Leaping over them, she ran towards the spot where Willow was using some sort of sparkly stuff to fend off the Froggy but was only being marginally successful. She needed to take some pressure off of the redhead and she knew of only one way to do it that was quick enough for her. As soon as she closed to what she considered to be her maximum leaping range, she pushed off the ground with the intent of using her wakizashi to write her name in the frog Hollow's back. However, before she got within range, the monster smacked Willow aside and then spun around, its right leg poised to deliver what would likely be a painful kick. This was to her advantage though since, with a simple adjustment of her blade's position, the monster's own attack combined with her descent would carve up the leg quite easily.

At least it would have if the amphibian themed Hollow hadn't used its tongue to knock the arm holding her wakizashi out of position. Without it where she wanted it, she was unable to do more than use her right elbow to protect her body from the full force of the kick. It still hurt, both the initial impact and when she hit the ground, but if her right arm was any indication, it'd have been in a lot worse shape if the kick had hit her body unhindered. As she got to her feet, she could tell that while was not broken, she was going to have the mother of all bruises where the kick hit her right elbow. That was **SO** not going to be easy to hide from her mother, especially since she wouldn't have Slayer healing to get rid of it within a day or two.

_Maybe I can ask Giles about doing some healing mojo on it or at least some kind of illusion so that no can see it._

Her right arm's strength felt like it'd been reduced to half strength and, while she could still move it, the pain spiked if she tried to move it quickly. Considering the fact that they were in the middle of a battle where speed played a crucial role, she had a feeling she'd be finding out the hard way where the upper limits of her pain threshold were. Bringing her wakizashi up and holding it in such a way that her left arm would be the one to bear the brunt of any strain, she prepared herself for Froggy's inevitable attack.

"You get points for effort, blondie, but I haven't lived as long as I have only to fall from a simple back attack." Froggy turned half towards her, "You're going to have to try much harder."

"I intend to but I won't be alone," she said as she watched Willow take up a position to attack from the other side of the villainous Hollow. "Let's see if you're good enough to handle two on one!"

She charged in and did her best to capture Froggy's full attention so that Willow would have an opening to attack. She closed to a distance just close enough to entice the Hollow to attack then jumped out of range once she was sure the masked monster committed to the action. Willow attacked just like they'd done when facing smarter Hollows in the last few weeks, except now the redhead had a new trick to thrown into the mix. She'd have to remember to ask her friend how she pulled it off because it looked like a pretty cool trick and she'd love to use it herself. For the moment though it looked like their current plan would work out because more and more blood was dripping from the frog faced Hollow with every passing minute.

This apparently did not sit well with the masked monster because, with a furious bellow, the power she'd sensed within it from the beginning began to rise.

"You little bitches are really starting to piss **me OFF!**" Froggy roared before its lower jaw began to expand just like a normal frog.

For a moment she thought that it was about to attack them with its tongue again but that didn't make a whole lot of sense. True, the icky thing was fast but as long as she stayed far enough away to see it coming it would hardly be a trump card. It was only after she tried to discern more with her ability to sense spiritual energy that she got her first clue about what the monster was about to do. There was a massive energy build up going on inside the creature's body and, when she tried to compare it with what she'd sensed in the past, the truth hit her right between the eyes.

"Willow! Run! He's going to fire that red blast!" she yelled before turning to gain some distance of her own.

She got a total of fifteen meters before she heard the sound of the blast being unleashed and somehow she knew that it was coming at her rather than flying towards Willow. She'd seen the speed at which the crimson blast had flown from the giant Hollow and knew that there was no way that she'd be able to evade it. If she thought she'd have a chance, she'd try to endure it by pitting her own spiritual energy against whatever type of power the blood red blast was made of but her senses told her she had no chance. Resigning herself to death, she tried to take some comfort in the fact that it'd likely be over in an instant and that it'd be unlikely that a body would be left behind.

Then, just as she expected to feel the front edge of the blast, she felt the ground shake for a moment as though something had hit it hard and then she felt an explosion of power behind her. She recognized that power immediately and turned around to see Xander standing in the path of the crimson blast with his own fiery orange energy raging around him. To her eyes it looked like he was throwing his power against the blast in an effort to overpower it and therefore save both their lives, but she had to wonder how long he could keep it up. Her friend had been fighting without his eye patch on for some time now and she knew that sooner or later his body would give out under the strain of channeling so much power. She just hoped that Froggy's blast would give out sooner or else she might still get her quick and painless death after all.

In a turn of events she hadn't been expecting, lady luck decided to grant her wish because the crimson energy dissipated, leaving only Xander's crackling spiritual energy behind. Seeing the devastation left behind by the Hollow's blast, it amazed her that the teenager possessed enough power to defeat it. It was only when Xander dropped to one knee that she saw proof that such power came at a price and now her friend's body was demanding that he pay it.

"Xander? Are you-?" she asked only to be cut off by Xander with a raised arm.

"I won't say that I'm peachy, Buff, but I can still fight." Xander forced himself to his feet, "Just don't make me do a lot of moving about."

"I don't think that'll be much of an option, Xan. Look."

Apparently the Big Bad liked to take out the weakened first before going after the strong and, at the moment, Xander was right in the Hollow's crosshairs.

"I'll admit that I'm a little surprised, human," Toshio said, not breaking stride. "That was one of my more powerful Cero blasts you just stood up to, even if there was no skill involved. Given enough time you could be a real problem for me and my people, so I think I'm just to finish you off here and now. Pray to whatever gods you worship because you'll be meeting them soon enough!"

The Hollow charged with more speed than he'd exhibited up until the present, as well as a great deal more spiritual energy. Before she had time to register more than that, he was right in front of her and a second later she found herself flying through the air, her head feeling like someone had spent an hour using it for a soccer ball. Thankfully impacting on the ground knocked her senses back online and, with a little work, she was able to use the momentum from the blow to get into a crouching position. Looking back up, she saw a sight she never wanted to see for the rest of her life: being held off the ground by one arm and trying with increasing urgency to pry loose the hand around his throat was Xander. Somehow, in between her being hit and recovering, the Big Bad Hollow had gotten his webbed hand around her fellow Scooby's throat and was choking the life out of him.

"Xander!" she exclaimed as she tried to charge forth to save her friend.

However she didn't get more than a step before a wave of disorientation washed over her, causing her to drop to all fours and wait for a few seconds until it passed. Hearing the chuckling of the Hollow, she pushed herself back to her feet, knowing that if she didn't do something quickly she would be losing a friend. Sadly her second attempt at charging the rescue didn't end much better than the first one did, since this time it took three steps before the disorientation forced her to her knees again. The blow that the Hollow had originally used to knock her away from Xander's side must've given her a concussion but she couldn't let it slow her down. Xander was depending on her! Nevertheless, no matter how strong her willpower was, she couldn't run. Hell, she could barely walk more than a few feet, and her increasing desperation to save her friend was beginning to manifest on her face. Her breathing rate increased, her pupils dilated and her grunts of effort began to make what she was feeling inside perceivable to those looking at her. As she watched Xander's efforts to free himself become weaker and fewer, though, she flashed back to that awful night when Merrick died right in front of her.

Her first Watcher had sacrificed his own life to save her from Lothos. Now her friend was going to die because he had used up all his strength protecting her.

It wasn't **RIGHT!**

It wasn't right and she wasn't going to let the monsters, Fate or anything else take anything that was precious away from her **ever AGAIN!**

And with that thought came a cold clarity akin to the grave.

_**Willow's POV**_

Pain.

It was something she wasn't exactly new to, whether it was the emotional sort or of the physical variety, but it was not something she enjoyed. At the moment it didn't matter because her best friend, the man she wished to marry, was in trouble and she would not let anything keep her from rescuing him. Already she had managed to get to her feet and using her katana, something she had willed back into its previous form, in place of the leg the Hollow Toshio had pierced with his tongue, and she was making progress towards her destination. She knew that if she allowed the blade to dissolve into its other form it could cross the distance but what good would that do against the masked monster? The dark grains had proven to be only good for giving Toshio minor scrapes and drawing mere drops of blood, which wasn't even close to what she'd need to save her friend.

Therefore she had decided to get in closer and, once within range, channel all of her remaining spiritual energy into her katana before ramming it someplace vital within the frog Hollow's body. However, as she was about halfway, a blur of motion attracted her attention but, when that blur solidified, she got a bit of a shock. Balanced on the arm that Toshio was using to strangle Xander was Buffy and the former Slayer looked like she was using the Hollow's limb like a parallel bar. The Summers girl's left hand was on the monster's elbow while the right hand was bringing the wakizashi around in a swift attack aimed at the mask of the creature. Out of shock, most likely, Toshio released his grip on Xander and jerked backwards to avoid the deadly blade but the action came a little too late, allowing the blade to leave a mark on the bone white mask. Watching as both her best friends dropped to their knees on the ground as their foe took a few steps back, she wondered where Buffy had gotten her second wind.

It was then, when she had a clear look at the ex-Slayer, she gasped in surprise: Buffy's hair was a much lighter shade of blonde than it had been a couple of minutes ago. It was like someone had taken a cup of yellow paint and then watered it down to the point where you could barely tell that it was yellow. The next thing she noticed was that the Summers girl's skin had taken on a slightly paler color but that could've just been due to exhaustion because she knew that she was feeling more than a little fatigue at the moment. The eyes, though… the eyes couldn't be so easily written off because now they were the same color as Buffy's hair but with a chilly light in them she didn't recognize nor cared to see ever again. Gone was the life, the wisecracking humor, that to her had so epitomized the girl who'd arrived in Sunnydale almost two years ago and in its place was something as cold as death itself.

_Buffy… what's happened to you?_

She didn't get an answer in words but instead got them in the form of actions as her first real female friend renewed her assault on the frog Hollow. It was then that she learned that the changes to Buffy were more than cosmetic because now the light blonde was moving with speed and agility that had not been exhibited by the teenager before, even when channeling her spiritual energy. So different was it that Toshio was actually getting pushed back, even though before he had been dominating the Scooby gang. While normally this would be a good thing, it was when the frog Hollow actually counterattacked that she saw something that worried her. Where before Buffy would make sure to be well clear of where her adversary's attacks were going to land, now the blonde was only repositioning her body just enough to keep any wounds she incurred down to flesh wounds. Worse than that, if the expression on her face was true, the teenager didn't care that she was being hurt or that her own blood was being cast about the battlefield.

All that seemed to matter was killing Toshio.

On and on the exchange of blows went until, with a howl of rage, the Hollow let loose his power in the form of a shockwave that succeeded in knocking the blonde harassing him away.

"I don't know where you found this energy all of a sudden, blondie, but this has ceased to be amusing," Toshio growled as his energy crackled about his skin. "Time for you all to die!"

"We will not be the ones to die here, Hollow," Buffy said with less emotion than someone's pet rock. "Let your dark storm rule upon the battlefield, Gunjokou Karaiyami."

A spike in spiritual energy caused the wakizashi in Buffy's hand turned into a black and purple energy before flowing back towards her hand and coating it almost up to the elbow, where it snapped into metal form, once more looking like a knight's gauntlet except that on each finger were inch-long metal talons. When Buffy brought it up in preparation to use it, she noticed almost invisible arcs of purple-black electricity dance along the surface of the gauntlet, while it also left a small comet-like tail behind it. On the surface she couldn't really see anything too impressive but she had a feeling that anyone who let appearances be the basis of judging the metal glove's threat level would live just long enough to want to kick themselves **hard**.

"So you traded up your sword for added protection to your right arm. Big deal!" Toshio said, sounding distinctly unimpressed by what he'd seen. "All that means is I gotta tear you up everywhere **but** there!"

"You'll find that significantly harder than you think," Buffy said before she surged forward with speed a bit above what she'd shown so far.

Too bad the Hollow had also sped up by quite a bit and Toshio was genuinely giving it his all. For a time neither combatant succeeded in landing a blow since both likely had enough experience now fighting the other that they were able to predict attacks. However it was when the frog Hollow made a mistake with a broad swipe of his left hand that Buffy was finally able to land a blow and the effects were quite dramatic.

"AARRRGGGGHHH!" cried out the Hollow as he pressed a webbed hand to his chest, stumbling back a few steps.

Watching as Toshio removed his hand from his chest, most likely to look at the wound, they were surprised to see that the damage wasn't all that great. Blood had been drawn but it was nowhere near bad enough to cause the sort of pain that the frog monster had expressed moments ago.

"What did you do to me?"

"Returned to you some of the pain you've put me and my friends through this night." Buffy still showed no emotion. "Get used to it. There's a lot more where that came from."

Toshio roared in defiance and initiated the conflict this time and once more the dance of death began for the duo, with no indication as to who would score a hit next. It was almost **unreal** how much the Hollow and the ex-Slayer were going at it and, with a shake of her head, she decided to do something other than play spectator. Crawling on her hands and knees, she made her way over to where Xander seemed to slowly be recovering his senses, to see what he could do to help him. She didn't think he'd be able to recover quickly enough to help Buffy double team Toshio but that didn't mean that she would just leave him to fend for himself. If he was strong enough that he could move about like she could, then maybe they could go to where Cordy lay unconscious and see if they could get the rich girl awake. A hard kick from the frog Hollow had knocked the brunette unconscious earlier but, thankfully, the Big Bad had ignored her from that point on and focused completely on her. They had to check on her to make sure that she was okay and not in need of immediate medical attention. If it turned out that Cordelia was hurt, then hopefully between her and Xander they'd be able to drag the cheerleader to the factory where Giles and Ms. Dormer could do something. If Cordy be in roughly the same shape as Xander and her, though, they'd have to have a quick group chat to see how they could help Buffy.

_I don't know if Buffy can finish off Toshio all by herself but I'm not willing to bet her life on it._

"Hey, Wills. How…how're we doin'?" Xander coughed out, massaging his throat a bit.

"Buffy's managing to hold her own for now," she replied, looking over her shoulder for a moment to make sure that that was still the case. "Don't know how long she can keep it that way, though."

"Then we gotta help her," Xander said as he tried to get to his feet.

Try being the important word.

He got about as far as beginning to use his legs to rise up off the ground before wobbling and dropping back down to his hands and knees.

"Easy there! Between you taking your eye patch off and getting smacked around by Toshio, you're lucky to be conscious right now." She moved to prevent him from trying to stand again, "In fact, you better put the patch back on. Keeping it off any longer can't be good for you."

With a nod Xander reached into his pocket and had his unique eye patch back on his head in seconds. Immediately she felt his power recede and, while she didn't know if it'd speed up his body's recovery, she was certain that it would keep him from getting any worse.

She didn't want to find out the hard way that keeping his power all out for too long did permanent harm to his body.

_**Toshio's POV**_

_This is __**absurd!**_ he thought as he continued to try and fail in his efforts to tear apart the blonde bitch. _I'm stronger! I AM ADJUCHAS! I should be able to swat this infuriating wench aside with ease! So why is it I can't hit her!?_

It was a question that kept repeating in his mind over and over again but every time he thought he had the answer, a way to finally end the fight, it only ended in failure. For a time he'd thought the blonde might be some sort of blasted shinigami but, despite some similarities, there were just too many missing attributes for that to be the case. Nevertheless, she was as infuriating as some of those self-important bastards and, just like all of his Hollow brethren, he would see this one dead!

Thirteen minutes later was when he finally got a break when he discerned a pattern to the blonde's attacks and it took all the self-control he could muster to keep from chuckling with glee. Instead he bided his time, waited until the moment was right, and then, when the opening he was looking for presented itself, he launched his long tongue from his mouth with the utmost speed. At a speed almost double that of the fastest arrow, the pink weapon crossed the distance between himself and his chosen target. All the whore could do was watch as it pierced her upper left thigh, popped out the other side and then embedded itself a good inch into the lower part of the right leg. There wasn't satisfying shrill scream of pain, hell there was barely a grunt, but the end the result was just how he wanted things. The infuriating wench was down on the ground and, from what he could see, had no hope of being able to get back to her feet much less continue the fight.

"You ran a good race, **bitch,** but now it's over!" he laughed victoriously as he looked down at the pale piece of meat. "If you have any last words, now's the time to say them."

"I have only two words to say to you: turn around."

For a moment he considered doing precisely that but then recognized his prey's words for the bluff that they were. In all likelihood an act of desperation intended to either provide her with a chance to stab him in the back or sneak away on her hands and knees. Since he was not feeling particularly charitable at the moment, he chose not to oblige her.

"Nice try but I'm not going to fall for that old trick."

"Sometimes it's not a trick, though," spoke an unfamiliar voice from behind him. "Nake, Benihime."

Whirling around to confront the threat he hadn't even known was there, he barely got more than halfway before he felt something pass through him. He tried to look down to see what had happened but all he got was a glimpse of a bloody scar running the length of his body.

After that… he felt nothing more than a rising nothingness that soon enveloped him completely.

_**Xander's POV**_

_I hope this new guy is a friend, 'cause if he's not we're screwed,_ he thought as he looked at the newcomer who'd just sliced the frog Hollow Toshio in half.

He knew that he wasn't in very good shape thanks to his removal of his patch and that massive discharge of power he'd used to block the crimson blast that Toshio sent at Buffy. Of course the interrupted choking hadn't helped, though he could've ignored and still fought, but a worn out body was another thing entirely. Nevertheless, he gathered what strength he had left and forced himself to his feet while doing his best not to let the full extent of his weakness show visibly. Gripping his katana in both hands, he didn't bring it to bear just yet but he made sure that if he had to he could do just that if the guy with the weird sandals made one false move. He doubted that he would be able to do more than block attacks but at least if the guy was busy trying to slice him up, it'd give the others an opening to attack.

Or at least that would've been the case if Buffy hadn't keeled over like some faint hearted girly-girl.

"BUFFY!" Willow exclaimed before trying to get over to the now unconscious blonde as quickly as she could despite her injuries.

"You don't need to worry about your friend," the man wearing the green and white hat said as he knelt down by the former Slayer's side. "It looks like she just overexerted herself. She should be fine if her wounds are bandaged and she's given a day to rest."

While partially relieved by the unknown person's statement, he knew better than to blindly believe it and therefore stretched out with his own senses to see how his blonde bud was doing. Reaching out with his ability to sense the spiritual energy of others, he did his best to figure out just how serious Buffy's condition was and let go of the metaphorical breath he'd been holding when he could still feel a strong center of energy within her.

Turning his attention back to the unknown man, he saw his hands had just started to glow a greenish color as the guy held them over the ex-Slayer's wounds. "While I might not be as skilled with healing kidou as Unohana-san, I can at least deal with the worst of the bleeding so that you can get her to a hospital."

"That's good but… just who are you?" he asked deciding that he wanted a name to call this guy by.

"Me? I'm just a humble shopkeeper from Japan who was interested in the light show you and your friends put on," Mr. Shopkeeper replied, trying to make it sound as though he was nothing special.

It didn't fool Xander for a moment.

"Nice try but shopkeepers don't kill things that ten seconds ago were wiping the floor with me and my friends. They also can't heal people with glowy green hands," he said with a bit of steel, making it clear he wouldn't be accepting any bullshit.

"Oh, that? That was just a lucky shot along with a few parlor tricks I know," Mr. Shopkeeper said before taking on a more serious tone of voice. "However if you insist on a name, it's Urahara Kisuke."

He still didn't like the fact that someone he didn't know was working some kind of magic on one of his girls but it didn't make sense for someone who wanted them harm to help them. Of course that didn't mean that this guy wouldn't harm them in the future or that a situation he didn't understand automatically meant something positive. Still, with his body still maxed out and the rest of the Scoobies weren't much better off, that left only—

"Step away from the girl nice and slowly, sir, or I will allow you to discover what an arrow through the back feels like."

Turning his head, he had to smile a bit as he watched G-Man, Ms. D and Faith walking up with weapons at the ready in case there was trouble. Looking back at the man wearing the weird looking wooden sandals, though, it only took a moment for him to decide that for the time being he'd give the guy the benefit of a doubt. "Ease off, G-Man. Urahara saved our bacon and patched up Buffy's wounds a bit. I say give the guy a chance."

A few minutes of consideration were all it took in the end for the former Watcher to come to a decision and, thankfully, that choice was to indeed stand down. Ms. Dormer and Faith were a little reluctant but they soon followed Giles' example.

"Thank you. I assure you that my intentions are good," Urahara said as the green glow faded from his hands. "There. I've done all I can for your young blonde friend here, young man. I suggest that you get her to a hospital so that they can complete the treatment."

With those words Kisuke stood up and began to walk away in a direction that was definitely not the way to Sunnydale.

"Where are you going?" asked Willow, who looked like her own injuries were beginning to sap her strength further.

"Oh… somewhere, but I truly hope that we meet again someday," replied Urahara without turning around to look at her. "In fact, I'm sure we will."

With those words the man disappeared in a blur and, no matter what direction anyone turned in, they couldn't see a single sign of him. With what strength he had left, he stretched out with his ability to sense spiritual energy and tried to pin down the shopkeeper's location that way. Sadly it turned out to be useless since he couldn't pick up anything within range that would imply someone of incredible strength was close by. Either the guy had gotten out of range in a hurry or was somehow able to hide his strength from detection.

_However he did it, I doubt we'll see him coming unless he wants us to,_ he thought before focusing his attention on staying standing.

"Well, that was unexpected," Giles said with a bit of bafflement.

"Something of an understatement, Rupert, but we have more pressing matters to attend to," Ms. Dormer said after taking a few steps forward and kneeling at Buffy's side. "While Mr. Urahara may have tended to your former Slayer's wounds somewhat, she is still in need of medical care as are the rest of our group."

"Quite right. Xander? Willow? Do you believe you can make it back to the car?" Giles asked, looking at the two of them.

Testing his legs by taking a single step, he found that, while not lacking a wobble factor, he could probably make it to the station wagon so long as he didn't get distracted. Looking over to Willow, he saw that, while just as wobbly as he was, she looked strong enough to make it the required distance if only just barely. "Sure, but don't expect much past that."

He and the others that had been so battered and bruised by the fight withdrew to the vehicle they'd used to arrive at the factory. From there he knew that the adults would take them to the hospital so they could be properly taken care of but his mind wasn't really on that.

No, his mind was on the man responsible for it all, Mayor Wilkins, and how he planned on slicing that asshole into chunks of meat fit for a meat packing plant.

For the suffering that bastard dumped onto his friends, he'd make sure to pay it back tenfold.

_**The Parking Lot Outside City Hall, Thirty Minutes Later, Mayor Wilkins' POV**_

To say that Richard Wilkins was in a foul mood at the moment would be the mother of all understatements.

Indeed, while it looked to the casual pedestrian that he was in as good a mood as he ever was, the truth of the matter was that he was furious at the failure of his latest scheme. He had poured considerable resources into creating the Hollow bait at the factory and had been certain that, when overwhelmed by both numbers as well as strength, the four thorns in his side would finally be crushed. From the moment he had driven away from the battlefield he'd set up to the moment he'd pulled into the parking lot, he'd used his arcane senses to monitor the situation. The ex-Slayer and her friends had put up an impressive fight but, then again, he hadn't expected them to fall very easily. Despite the surprises that they'd managed to pull off, everything had gone according to plan right up until the final few minutes of the fight and that was when an unknown snatched success from his grasp. He didn't know who or what the unknown factor was but it had slain the executioner he had summoned, leaving the four threats to survive and recover. He'd tried to learn the identity of the interloper but the truth was stubbornly hidden from him despite the mystical power he possessed, so answers would have to wait until he could make use of the tools in his office.

_I think that when I find out the identity of the interloper, I'll have to make an example of them,_ he thought as he began running through some of his favorite methods of doing so. _Maybe even arrange it so that Summers and her allies will be there to watch. Decisions, decisions, decisions!_

He was almost at the front steps of city hall when he sensed a presence and, with shock, he turned around as he realized it was right behind him. Calling forth his considerable mystical might, he prepared to reduce the surprise visitor to a pile of ashes but, just before he could bring his power to bear, he felt a sharp pain in his chest. Before he could even begin to wonder what the source of the pain was, he felt his strength vanish and watched as his eyes went from taking in the city hall parking lot to seeing the starlit sky overhead.

_A paralytic?!_ He thought with increasing unease as he shifted his efforts towards neutralizing whatever was inhibiting his movements.

As he did this, a feminine form cloaked partially in darkness entered his field of vision and peered down at him with her green, dispassionate eyes. Clad in black, with only a few bits of white thrown in, his mind drew a conclusion that was not only possible but also quite perilous for him, inspiring him to double his efforts to neutralize whatever she'd injected into him.

"I come bear a message to you, Richard Wilkins," the woman murmured in a soft and submissive tone of voice. "A message and punishment for interfering in something that was none of your business. My captain said to tell you 'you may see yourself as a powerful man, Richard Wilkins, but that could not be further from the truth. You are, in fact, a coward running from the fate of all humans and so you act with a disgraceful amount of desperation. Normally I wouldn't care what happened to such an uninteresting subject such as you but you just **had** to tamper with my most prized experiment to date. Such a thing cannot be ignored.'

"'It is for this reason that you're lying helpless on the ground right now. Do not worry, though, for you will not need to endure such an undignified position for long'," the woman repeated before taking out what appeared to be a small bottle.

She opened it and, with the utmost care, tipped it on its side after holding it over his head. For a time nothing happened but then a single drop of something fell from the bottle and landed on his forehead. He'd expected to feel pain the moment it touched him but instead all he could feel was a spot of tingling where the drop of liquid hit his skin.

"'Do not think that your punishment would be something so common as poison or some sort of corrosive,'" said the woman as she screwed the cap back on the bottle. "'It is a compound containing hundreds of thousands of microscopic organisms that I developed as a weapon to use against the Hollows. Unfortunately it proved to be somewhat uncontrollable once it obtained a measure of momentum and so I was forced to shelve the project until a more reliable method of control could be devised. Consider yourself fortunate that you have been chosen as the first test subject of that new control method.'

"'If everything proceeds as it did in my simulations, the micro-organisms in that single drop will slowly consume your body over the course of the next five hours until there is nothing left.'" The woman tucked the bottle away somewhere, "'The most interesting part of their design though is this: at the same time that they consume your body, they will ensure that you remain both alive as well as conscious. From now until they finally choose to consume your brain, you will experience the gradual destruction of your body along with all the sensations associated with such a process. Goodbye.'"

With those words the woman bowed formally to him and then began to walk away, or at least that was what he surmised by what his sense of hearing was informing him. As she got farther and farther away from him, he began to notice that the tingling sensation that he'd felt on his forehead for the last few seconds began to change. It no longer tingled but rather began to itch with ever increasing strength until he very much wanted to regain the use of at least one arm so he could scratch it. Before he could use his abilities to that end, what his sense of touch was telling him changed once more, shattering what focus he possessed with all the force of a wrecking ball.

This is to be expected when your pain receptors light up like a Christmas tree.

It was impossible to describe what he was feeling at that precise moment but it made him want to shriek out in pain for all of Sunnydale to hear. However he could not due to the injection that had initially landed him in his current predicament and so he remained helplessly immersed in suffering as the torment went on and on. Before long he lost the ability to discern the passage of time and coherent thought soon followed.

By the time the compound had finished doing its job, there was nothing left of the once great and powerful Richard Wilkins of Sunnydale. Then, with their task completed, the micro-organisms self-destructed just as their creator had programmed them to do, leaving nothing but a faint residue on the stone walkway, something that would be swept away by the city hall groundskeeper a little after six in the morning, never to be seen again.

_**Across the Street from Sunnydale General Hospital, 1a.m, Urahara's POV**_

_Who are they?_

It was a question he'd asked himself more than once since he'd first laid eyes on them but he had yet to come up with a satisfactory answer. All four possessed extraordinary reiryoku and that alone was enough to catch his interest because, while encountering one living person with such spiritual energy was rare, encountering **four** all grouped together was not natural. When you added in that they'd not only brought their zanpakuto outside of their mortal bodies and keep them solid enough to actually use them, it was a mystery that a man such as himself could not possibly resist investigating. As such he'd already called ahead to Tessai-san to let his longtime friend know that he'd be staying in the United States for the foreseeable future. He was pretty sure that it wouldn't take more than a week to gain a strong enough understanding in the four to decide whether or not he wished to pursue matters further.

Not that he didn't have four good reasons already but, given what the future held, he needed undeniable evidence in order to change his plans.

The first significant reason he had for following the group back into town was the fact that one of the young ladies, a redhead, had eyes that looked a great deal like those belonging to the former head of the Shihōin clan. While he had seen eyes of just about every color in his long life, the number of people who had the amber yellow orbs were precious few indeed, with almost all of them belonging to the Shihōin clan. Considering the unknown woman's age and what he knew of one of the four noble houses of Soul Society, it seemed impossible that one of them would venture into the mortal world and have a child in the process. Nevertheless, her eyes could not be denied, nor her spiritual energy, and most of all the fact that she managed to release the shikai of her zanpakuto.

The second reason worth mentioning was how much the only young man of the quartet resembled one Zaraki Kenpachi and, despite what some might think, it wasn't due to the eye patch, though the accessory was distinctive. Black hair, dark eye color, scars in several similar places and power that could be felt miles away by those who possessed the ability. Indeed, when he'd first felt the power in San Francisco, he'd thought for a moment that the eleventh division captain had come to the mortal world and cut loose. However that idea was soon dismissed because, first of all, there was no way that the Commander-General would allow the battle obsessed man into the mortal world without a limiter. There was also the fact that, upon further examination of the young man's reiryoku, he found enough differences even from a distance to discount the half-insane captain and you had mystery number two.

The third example was the strange reiryoku he sensed in the blonde in the minutes leading up to him revealing his presence. For the most part it had been like the others of her group but there was an undercurrent of something… troubling and yet familiar at the same time. Whatever its origins, he doubted that it'd have a beneficial effect on the teenager's future if left to itself for too long.

The fourth reason for taking such an interest in the group was the brunette girl who'd been unconscious when he'd arrived on the battlefield. While on the surface she'd possessed spiritual energy similar to the others, there was an unusual 'flavor' to her reiryoku that was unlike any shinigami he'd ever met. Then there was the fact that she bore a disturbing resemblance to one Shiba Kūkaku and that caused all sorts of unpleasant shivers down his spine. While the current head of the Shiba clan was a valued ally and friend, 'moderation' was most definitely a word the wise used where visiting her was concerned. If there was even a chance of another like her being around, it was probably a good idea to learn as much as he could about her in advance so that he could stay on her good side. If the young woman had a temper like the fireworks expert, then for the sake of this small town and anywhere else the brunette chose to dwell it'd be best not to arouse her anger.

All together the reasons he had to hang around were more than ample and, if things turned out the way he figured they might, then the odds he'd calculated all so long ago just might take a turn for the better.

_Still, there's plenty of snooping and sneaking that needs to be done before I can do anything,_ he thought before turning away from the edge of the rooftop he'd been standing on.

With that he leapt from the roof towards the first stop on his examination of the four little mysteries Fate had decided to drop in his lap.

_**Giles' POV, His Apartment, Later**_

_Mrs. Summers might not be a demon but she most definitely put fear into me just like one,_ he thought as he closed his apartment door behind him.

Indeed it had been a rather harrowing experience after Joyce had arrived at the hospital in response to a phone call from him and it was most definitely not one he cared to repeat anytime soon. He'd known the moment that the group had entered the hospital that someone would place a call to the parents of his young charges and so decided to make the calls himself and thus control the flow of information they would receive. There'd been no answer at the Harris household and all he'd gotten from the Rosenberg home was the answering machine. The person who answered at the Chase household had been a butler, he believed, who said that he would relay the message to his employers as soon as it was permissible. Only Joyce had answered the phone when he'd called the Summers home and she had been unusually precise with her inquiries to the point where he'd almost failed to conceive of suitable replies. Eventually, though, she ended the phone call with the promise that she would leave for the hospital immediately and that he'd better have some more specific answers for her when she arrived.

Needless to say he'd spent every minute between the termination of the phone call to seeing the doors part to reveal Mrs. Summers carefully constructing a lie that would be palatable.

In the end he had told her that he'd taken the group out of town to help them on a history project involving the development of Sunnydale from its initial beginnings a hundred years ago. He'd explained how they'd gone to the factory due to its historical significance but had stumbled upon a group of 'gang members on PCP' who'd been using the place as a base of operations. From there he'd described a confrontation that was both feasible yet not too frightening for the worried mother. It'd taken some clever thinking to convince her of the part where the group had managed to fight them off but, in the end, the matron of the Summers home had just been glad that her daughter was alright.

Of course, once she'd seen the injuries her daughter had received, she'd been quick to make her displeasure known with regards to his failure as the adult in charge.

_The woman could make the devil himself shrink back,_ he thought as he moved over to his bookshelf. _Now, however, I must focus on more important matters. That remaining Hyena Hollow must be located and dealt with._

Indeed, it was the one thing that had slipped the minds of the others but had remained in his mind from the moment the two monstrous Hollows had arrived in this dimension. As soon as he'd seen it leave in the direction of Sunnydale, his first instinct had been to follow it and prevent it from harming a single innocent. However reason had informed him that even if he did manage to follow and confront it, there would be nothing he could do to prevent it from having its way with the lives of the innocent. The rest of him, though, absolutely refused to take his eyes off of the desperate battle that the four teenagers currently being tended to had made it through.

Now that they were being cared for at the hospital, he could finally begin work on dealing with the sole remaining threat.

"You needn't bother, Rupert. The fleabag has already been dealt with."

Jumping in surprise, he turned around and, after taking a moment to compose himself, glared at the irreverently smiling Angel, who ignored the look completely. "Do not do that again or we shall see if you are truly as indestructible as your fictional counterpart," he said with a voice that could freeze molten lava. "Now, are you going to explain your statement or simply waste more of my time with your antics?"

For a moment he could perfectly see the inner debate going on inside the mind of the red-eyed vampire and he feared that it would be at least thirty minutes before he received the information he desired. Then something changed, as though Angel could hear a voice speaking, and with a sigh of disappointment he took on a more serious expression.

"While you and the others were dealing with the main group, my Master and I intercepted the scavenger before she could enter the city limits," Angel replied with only a bit of humor dancing beneath his serious voice. "While it was fun for a bit, the mutt proved to be no match for me. Too bad, since it's been a while since I could really cut loose."

While he knew Angel had developed a rather cracked sense of humor since transforming into a more potent breed of vampire, he had proven capable of being serious when the situation called for it. Therefore he chose to take the words spoken at face value and breathed a sigh of relief that the loose thread from the fight at the factory had been tied up properly. Truthfully he had been running short on ideas on the matter of how to handle the Hyena Hollow given that, while he could see it, he wouldn't be able to defeat it with his level of fighting skills. There were spells and talismans that had been provided by the Council for dealing with the Hollows but he had doubts about whether or not they'd be effective. Even from a distance, he'd been able to tell that the Frog Hollow and the Hyena Hollow had been different from the masked monsters they'd fought so far. He'd only been able to catch the edges of the power the duo possessed but it had been enough to worry him silly. Knowing that he wouldn't have to face off against that power himself was a rather large weight off of his shoulders.

"While I agree that the immediate problem is over with, Giles, there might be an even bigger one poking its head up over the horizon." Angel said with a slightly more serious tone of voice.

"What do you mean?" he asked, reviewing what had happened a few hours ago.

"I am referring to the man who saved Buffy and the others," Angel replied as he pushed himself off the wall. "I find it a little convenient that he managed to show up just in time to save them and proved strong enough to dispatch the Hollow with a single attack."

"You believe he had something to do with Wilkins' scheme?" he asked, considering the possibility himself.

"Not in the way you're probably thinking. I don't think they ever met and discussed how everything would go down but I do think that the man, this Urahara Kisuke, could have intervened sooner than he did. Indeed, I believe that he purposely waited until the last possible moment before acting," Angel replied with a slightly dangerous glint in his eyes. "I don't trust people who stand by and do nothing when they could help."

"Indeed. That does paint a rather shady picture," he admitted as his mind tried to work out the possibilities of Urahara's actions. "However he may have had perfectly rational reasons for not acting until he did."

"Perhaps, but my Master believes we should take steps to guard the four against him," Angel said as he began to head for the door to the apartment.

"Very well. I will begin researching a means to protect them without being too obvious. Even in a town such as this, people will notice symbols scrawled into the wall," he said as he began to think of what protection spells. "There is one thing that I hope you will tell me. Who exactly is this 'Master' of yours?"

To this Angel merely turned himself halfway around, looked him right in the eye and smiled a fang filled smile, "I was wondering when you'd get around to asking that question. If this'd been a week ago, I'd probably have just left you with a cryptic reply but, as it turns out, **she** has decided that the time for keeping her identity in the dark has come to an end. So without further delay, Rupert Giles, allow me to present to you my Master."

The True Nosfuratu walked the rest of the way to the door and opened it but, instead of being nothing but empty air, there was a woman dressed in a conservative pea green business suit cut in the modern style with a sheathed sword hanging from her waist and a pair of wire rim glasses resting on the bridge of her nose. What had him dropping the book in his hands in shock was not the woman's clothes but was the face behind the glasses that had him gaping like an idiot. He had seen her countless times in the hallways of Sunnydale High School but had never noticed anything really out of the ordinary in all the time he'd known her. Granted, he couldn't watch her every moment of every day but he saw her often enough that he was surprised that he hadn't detected something.

"Do not look so surprised, Rupert. I went to great lengths to keep the changes I underwent from being detected," the woman standing in his doorway said. "I wanted to keep such information secret until I was ready to reveal it. Now I am ready."

She entered the apartment and, from then until the sun rose, he listened as she spoke of a plan that could very well change the landscape of the supernatural community, even if it was only in the United States.

_**One Month Later, Summers Home, The Bathroom, Morning, Buffy's POV**_

_It's blonde. It's not supposed to be blonde,_ she thought as she examined the roots of her hair in the mirror.

Indeed, her natural hair color was brown and, given that she hadn't been able to touch up her roots since the night of the big battle, the roots should be brown. At first it had been because she'd been in the hospital being patched up and kept under observation due to something that had the doctors puzzled. After being released and going home, there'd still been enough residual pain from her injuries that unnecessary movement was avoided as much as possible. Now that she was more or less completely healed, she'd immediately decided to clean herself up and make sure everything was the way she liked it. However it had only taken a single look in the mirror for her to pick up on the change in her hair color. Most people didn't realize that she was, in fact, a natural brunette. She'd been a brunette right up until her freshman year at her old high school when she developed a crush on the captain of the school basketball team. She'd had such a crush on him that, the moment she'd found out that he had a thing for blondes, she immediately dyed her hair that color and then tailored the rest of her appearance to match his likes. In the end though he'd turned her down when she'd confessed her love for him and she'd spent the next month in a funk.

Of course the fact that he'd been a senior at the time and so was a good three years older than her might have had something to do with his reaction.

After that she'd kept the blonde hair out of defiance to those who'd made fun of her for getting shot down by the basketball captain. She'd told them that she'd planned to dye her hair blonde long before her crush had shown up and that it'd just been convenient timing. When she'd been Called as the Slayer, the blonde look had been useful thanks to the stereotype of blondes being dumb, or at least blonde teenagers being stupid. Vamps just couldn't resist feeding on the blonde bimbo and the demons underestimated her, thinking that her hair color was a good sign of her IQ. So with a past still haunting her a bit and there being a tactical use for blonde hair, she'd stuck with it and never really thought about going back to her normal hair color.

No matter how much she thought about it, she couldn't come up with a rational reason why her roots would still be blonde when they should be brown. She couldn't write it off as something to do with the hair dye because, to her knowledge, the stuff couldn't get beneath the skin and the shades of blonde were too different. Her roots were, from what she could see, a light golden blonde whereas the color she usually got from the hair dye bottle was a bright golden blonde.

Moving her face closer to the mirror, she began to inspect the rest of it to see if there was anything else amiss but, for the most part, her features were the same as she remembered them. The only thing she could pick out being different was that her eye color seemed to be darker than she remembered. Of course that could just be the lighting or a mistake in her memory. After all, how many people keep constant tabs on their eye color?

_Still, I should probably tell Giles about this,_ she thought as she skipped touching up her roots and went to the next step in her normal morning routine. _Just in case this turns out to be something serious._

After she was done, she trotted downstairs to the kitchen to get something to ear before heading over to her ex-Watcher's apartment. Her mother was already up and, as usual, had already prepared breakfast for her but what she appreciated the most was that her mother wasn't giving her the 'look' anymore. It was an expression that had appeared the moment that her Mom had seen her that night in the hospital and it wasn't one she liked seeing. It was the look of someone deathly afraid for another, of someone trying to come up with a way of keeping something terrible from happening again but was unable to come up with anything satisfactory. She knew that her mother tried so hard every day to give her a good home and a life that was just like every other teenage girl's life but she also knew how hard things were for the Summers woman. She'd seen the bills and, despite what her math teacher might have said, she knew enough to know that her Mom was just barely managing to keep their heads above water financially. Knowing this, she didn't want to worry her mother any more than she had to and seeing 'the look' had been not of the good in any measurable way.

"Good morning, sleepyhead!" said her mother with a smile on her face. "Hungry?"

"Depends. What's on the menu?" she asked, sitting herself down in the nearest chair.

"Blueberry pancakes and bacon."

"In that case I'm **starving**!" she said with some melodrama and a smile on her face.

"Then I'll make sure to put at least four pancakes on your plate," her mother said happily as she opened a cupboard to take out a fresh plate.

"Better make it three. Gotta watch my weight," she said offhand as she got up and walked over to the dining room table.

That was something else she'd had the misfortune to find out about recently: without having a Slayer's metabolism, she gained pounds quick.

It had been something she had gradually gotten used to since she'd been Called that her Slayer powers burned up energy much quicker than normal, so she had to eat more than she used to back in LA. Now that her Slayer powers had bit the dust, she was just your semi-ordinary teenage girl that had to watch what she ate or else she'd blimp out real fast. This had caused some people to give her odd looks but, as soon as she gave them the 'watching my weight' excuse, they tended to just shrug and forget about the oddness of her behavior. There were still times when she forgot herself and put a bit more on her plate then she should have but, thankfully, most of those times Xander was nearby and took care of any leftovers.

As her mom put a plate of breakfast goodness down in front of her, she had to smile at the delicious smell but, before she could take a bite, the doorbell rang.

"I'll get it. You enjoy your meal," her mother said before heading for the front door.

Nodding, she began to dig into her meal and savored every bite full because, while just about every kid said their mother's cooking was the best, she had a feeling that they'd all put her mom's pancakes in the top ten.

"Hello, Willow! What brings you here this morning?" she heard her mother ask from the front door.

_Willow's here? I wonder what's up._ she thought remembering that the redhead was recovering from her own injuries.

"I just came to see Buffy about something, Mrs. Summers," she heard Willow reply.

"Really? Well she's having her breakfast at the moment," her mother stated with her usual friendliness. "Would you like to come in and have some? There's plenty to go around."

"Thanks. I'd like that," Willow said and soon after she heard the door shutting.

Her gal pal entered the dining room but almost immediately she could tell that something odd was going on. For one thing, Willow had a bandana on her head that almost completely covered her head and most of her red hair.

"Hey, Will! What's with the pirate look?" she asked casually so as not to pique the curiosity of her mother.

"Well…um…that's sorta what I came here to talk to you about," Willow replied, glancing in the direction of the kitchen every so often.

Taking the hint, she waited until her mother had brought out a second plate of food for Willow and then headed back into the kitchen before raising an inquisitive eyebrow at the redhead.

"Well…you see I…um…ah **hell!** Just look!" Willow said before pulling off her bandana, causing her hair to fall down the sides and back of her head.

At first she didn't see what the big deal was but, upon giving her friend's hair a second look, she spotted something that had her thinking that the trip to Giles' apartment might be a bit more important than she'd thought. Scattered within Willow's normal crimson locks were small patches of dark purplish hair and, while her first instinct was to think that her friend had gotten something dumped on her head, she knew the academic ace wouldn't have come over just for that. If her hunch was right then both her and Willow were being hit with the same problem, only with different colors and the fact that the perfect student didn't dye her hair.

"Alright, I admit this is a bit wig worthy and definitely something to tell Giles about but we need to keep cool about this," she said as she watched her friend put the bandana back on. "I mean, your hair's not trying to strangle you or anything, so maybe it's not as bad as you think it is."

"I suppose…" Willow said, sounding like she was only partially reassured.

"Trust me, Willow," she said reassuringly before taking another bite of her breakfast. "If it was something serious, we'd be able to pick it up with our 'you-know-what' senses."

It was a fact that, as they'd all gotten better sensing the spiritual energy of others, they'd been able to pick up on other things as well. For one thing, being able to spot demons posing as humans had become a lot easier since the energy in their bodies was distinctly different than the majority of Sunnydale's population. Willow was the one doing the most of the experimentation in terms of what they could do with their spiritual energy but that didn't mean she didn't dabble when the mood struck her. Based on what she could feel about Willow, there was nothing truly out of the ordinary about her spiritual energy so she wasn't all that worried.

_Still, the whole 'better safe than sorry' thing might as well be the Scooby motto,_ she thought as she turned back to her meal. _That or one of the top five rules._

Willow's Shikai - Relax under the black leaves, Mokukurosha Dorahyou

Mokukurosha Dorahyou=Black Sand Tree, Lazy Panther

Buffy's Shikai - Let your dark storm rule upon the Battlefield, Gunjokou Karaiyami

Gunjokou Karaiyami=War Empress, Darkness Thunderstorm


	8. Secrets Learned and Journey's Beginning

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_**Across the Street From the Summers Household, Same Time, Urahara's POV**_

_I'm running out of time, _he thought as he used his senses to analyze the two young ladies inside the home across the street.

Indeed he was risking much by spending precious time here in Sunnydale and he knew that he would have to make a decision sooner rather than later or risk allowing the situation in Karakura Town to slip out of his control. Sure, he had put in the necessary appearances here and there in order to keep the truth of what he was doing a secret from Kuchiki-san and Kurosaki-san but appearances wouldn't be enough soon. If everything went as he predicted it would, he'd need to be there to navigate the rushing waters of chance and guide Kurosaki-san's path in the right direction.

So much depended on the son of Kurosaki Isshin being at a certain level by a certain time and even more depended at his growth proceeding at a certain rate.

Nevertheless, he believed that the time he'd spend in Sunnydale was not a waste at all and, if what he suspected was true, could prove quite useful in the future. For the first two weeks he'd devoted his time to gathering all the information he could about the four, starting from their birth records and continuing on to the present. Obviously he didn't waste time with **every** scrap of detail, like what they ate on a specific day, but rather he focused on data that would help him discern the nature of their spiritual energy as well as its origins.

In Alexander LaVelle Harris he had found enough information to make him wonder where the hell child services had been and why the local authorities hadn't arrested his parents yet. From the medical records to the absurd amount of records at the local liquor store, he could tell that the young man's parents were textbook examples of neglectful and likely abusive people. The father had disciplinary notes in his employment records going back ten years and he had a feeling if he went back further nothing would change. Most of the notes had to do with drinking on the job while the others involved fights with fellow employees over things that were clearly Tony Harris' fault. For Jessica Harris, though, she was the other side of the coin in that, instead of being drunk and violent, she was drunk as well as more than a little apathetic when it came to the well being of others. Her employment records were even fewer than her husbands but they also had notes involving sloppy performance on the job, as well as issues with coming in hung over.

If that was all the information he had found, he'd think the young man lucky that his parents' self-destructive behavior only involved themselves.

However, when he'd taken a look at Alexander's medical file, he found to his dismay that this wasn't the case. It was almost three times as thick as it should have been for a teenager of the young man's age and that was taking into account the usual critters that flocked to the Hellmouth. Upon looking at the various X-ray's and photographs that had been taken during various examinations, it looked to him as though Alexander had been beaten on numerous occasions. Some might have discounted these injuries as being the result of an adventurous young lad growing up and being a tad too careless, though that was if they chose to ignore the obvious signs of a belt being used, or several other household implements that he bet could be matched with items inside the Harris household. For over ten years he found records of abuse when it should have taken but a fraction of them to bring the matter to the attention of the authorities.

It amazed him when, looking at the young man's school records, that the ramifications of his hellish home life had only manifested as a less than spectacular grades and athletic abilities. True, this led to him being something of an outcast among the various 'cliques' that always formed among teenagers but that didn't mean that Alexander had been without friends. A Jesse McNally and the young redhead that had eyes identical to Yourichi's were almost always standing by his side in the various yearbook pictures. Last year that changed when Jesse was turned by vampires but new friends soon filled the void and all the more recent information painted the young man as a loyal ally to the former Slayer Buffy Summers.

Not exactly what he would have suspected, given Alexander Harris' resemblance to one Zaraki Kenpachi.

As for the young man's longtime friend Willow Rosenberg, he found evidence that made him wonder what idiot was currently in charge of child services in California. While on the surface she seemed like your typical meek top student, he was more perceptive than most and could read between the lines better. Even for those that possessed the aptitude for learning and, in some cases, excelled, there was a limit to how much time they would devote to their studies. Even the most dedicated of teenagers would take time out to have fun and do the occasional reckless act but with young Willow he could see in her the almost desperate desire to prove herself. With the majority of avenues closed to her either due to her less than athletic figure or middle class standing, it was only logical that she focused her efforts on surpassing all others in academic achievements. Indeed, if her school records were anything to go by, the young lady could pretty much write her own ticket when it came to going university or with a bit of luck she might be scouted by one of the more powerful research companies.

When his investigations turned towards her parents, Sheila and Ira Rosenberg, he learned of the most likely reason for Willow's dedication in her studies.

Based on the credit card statements alone, both of the adults were rarely at home, sometimes even missing holidays and birthdays as they spent most of their time elsewhere. Sometimes it was an a conference and other times it was a seminar but, when you added it all together, you ended up with, at best, fifteen days a year spent with their daughter. He had considered for a moment that perhaps these seminars and conferences were somehow vital to their careers so he'd investigated further into their careers. What he found crushed the small hope that they spent so much time away from home because they had to as the information he uncovered made it clear that a full third of the events they attended were unnecessary. While both were competent in their fields of expertise, neither possessed the knowledge or skill to rise any higher up the ladder of advancement then they already were. No matter how hard they tried or how many events they attended, they would never be more than what they already were from a profession point of view. Therefore, unless they were too stupid to realize this, he had no choice to conclude that either they thought that their persistence would eventually result in someone throwing them a bone just to get them to go away or they were using the seminars as an excuse to stay away from their daughter.

_I almost hope that dear Willow doesn't turn out to be a relation of Yourichi-san._ _If she ever learned of this sort of neglect, neither Ira nor Sheila would last very long._

The remaining two members of the group were better off in terms of family but still possessed troubles all their own.

Cordelia Chase was the only daughter of Miriam and Jonathan Chase and one of the most popular young ladies at Sunnydale High School. Considering what he'd learned, he had a feeling that most of that popularity was bought one way or another. Indeed money seemed to be very important in the Chase family as it dictated who they associated with and what they did in their pursuit of more wealth. He'd managed to uncover some signs that the young woman had always possessed some spiritual power but had only chosen to deal with it recently when it became too strong to ignore. It puzzled him at first why she willing associated with and aided the other three but, the more he thought on it, the more it became clear to him. All of her 'Cordette' friends were there only because of her money and influence. They were perfect examples of hangers on that wanted only to benefit by riding on the coattails of someone above them and he had little doubt that, if the opportunity presented itself, they'd betray her in exchange for advancement. Buffy, Xander and Willow, on the other hand, didn't care about the Chase girl's wealth or power. They judged the socialite based on who she was on the inside rather than what she could possibly do for them if properly persuaded. It was this fact that likely made Cordy spend time with them rather than her followers and he had a feeling it was why Yourichi had originally chosen to become friends with him all those years ago.

One thing he was concerned about was what he'd spotted when he'd looked through the more recent financial records of the Chase family. While it would require a bit more investigation, he had a feeling that Jonathan Chase was up to something shady financially that'd bite the entire family in the ass sooner rather than later.

The final member of the quartet was one Elizabeth 'Buffy' Summers and it had come as some surprise to him that she was a former Slayer. Soul Society had been aware of the bane of demonkind for a very long time but for some reason had never done more than basic information gathering on the young women who were Called to fight. What he did know was that the only way a Slayer left her battles behind her was to die so for one to somehow be the exception to that pattern intrigued him. His research indicated that her Slayer abilities disappeared around the time the Hollows first began to appear in Sunnydale. It was also the time when the quartet began wielding their zanpakuto, so it was theoretically possible that the spirit of Buffy's soul slayer somehow purged the Slayer essence from her body. The scientist in him wanted nothing else but to take her back to his lab and run some tests so he could find out the truth but, in the years since leaving Soul Society, he'd learned when to suppress his inquisitive nature.

As for her family, it was pretty much what one would expect in America except for the fact that the girl's father had her committed to an insane asylum soon after she was Called. Add to that the fact that one of the more infamous parts of the divorce proceedings was evidence that Hank Summers had been having an affair with his secretary and it had him hoping that the man wound up homeless. While he had never been a father himself, he knew enough that there was a right way to treat your children and a wrong way. Locking them away when they told you the truth about the world and spending time in bed with a subordinate when you had a perfectly fine wife at home was not right in any sense of the word.

As for the unusual feel of her reiatsu… that he hadn't come any closer to figuring out even after a month of observation and theories. If he'd been able to bring some of his more useful tools from the shop, he might have been able to learn more but that would have attracted attention he couldn't afford. If **he** found out about these four and chose to take action, that would be bad for all concerned as well as cause a potential boon to slip through his fingers. In any case he made a mental note to do a deep scan of her soul once he had gained enough of her trust that she would allow it, if only to ensure her wellbeing. While he didn't think that it would prove harmful to her, it would be best to make sure before matters progressed to the point where he couldn't do anything one way or the other.

_When one is lucky enough to get a few wild cards dealt to them, it's best to put them to use at just the right time and in just the right way._ He began to walk away from his observation post, _After all, even if you get a perfect hand, it's still possible to lose the game._

_**Sunnydale Library, Afternoon, Xander's POV**_

"So you think something's changing us somehow?" he asked as he looked at the assembled Scooby gang plus Cordy.

"How else do you explain this?" Buffy asked in return, pointing to the two different shades of blonde in her hair.

"Bad bottle of hair dye?" he asked rhetorically before cringing at the glare he received from her.

With a sigh he realized that as much as he wanted to brush of the whole thing as something normal that wasn't going to happen anytime soon. They lived on a Hellmouth and dealt with the weird and the bizarre on a fairly regular basis, so the odds of such a natural but drastic change in hair color being normal were pretty low. Still, he had to wonder why only Buffy and Willow were undergoing the changes. As soon as he'd heard the news, he'd gone into the boy's washroom and given himself a once over and, aside from being a bit more chiseled body-wise, he was the same as always. Looking over at Cordy, she looked pretty much the same as always, albeit a bit less snobby around the rest of them, than pre-Halloween Queen C had been. The only thing he could think of was that Buffy and Willow had both transformed their swords during the big fight with the Hollow a month ago. Giles hadn't been able to find out anything about that in his research but he had a feeling that that was because the G-Man had been distracted the last few weeks by something. It was almost too subtle to see but he'd always been a bit more observant than most people thought and, thanks to over a year of observation, he'd been able to pick up on the subtle change.

"Yes, well, talk of hair products aside I can only theorize about the potential causes of your changes," Giles said, trying to keep an argument from breaking out. "However I think we all agree that the most likely culprit is your massive use of spiritual energy a month ago during the fight with the Hollows. As for why neither Cordelia nor Xander have exhibited any physical changes… well, that will likely require further research."

"Is there any way to stop it or reverse it?" Buffy asked, sounding mildly concerned about her body changing on its own.

Personally he didn't see what the big deal was seeing as how only her hair had changed so far. If anything, the fact that her hair was naturally turning blonde could only be a good thing since it meant that she'd save some money on hair dye. As for Willow, it'd be a change for the redhead but he didn't necessarily think it'd be a bad one and, if it turned out that his best bud preferred being a redhead, then some hair dye would fix things.

"Without being able to properly determine the cause, any attempt to counter the changes could prove quite hazardous." Giles adjusted how his glasses rested on the bridge of his nose, "If they are somehow tied to your spiritual energy, any attempt to prevent it would put considerable strain on your bodies. It would be akin to two potent forces playing tug-of-war with your body."

"Okay then! That's a big 'NO' to turning my best buds into rubber bands," he said, not wanting to risk Buffy and Willow's lives over something as small as a change in hair color.

"Of course not. I would only consider using magic to reverse the changes if they began to have an adverse effect upon them," Giles said, agreeing that using such potentially dangerous methods was unacceptable save as a last resort.

It was as he considered the various possible bad changes the girls could get hit with that a possibility floated to the top of his mind that he hadn't considered beforehand. "Hey, Giles? What're the odds that Buffy and Willow's souls are just transforming their bodies to be a better match for them?"

"What do you mean, Xander?" Giles asked, sounding interested in the line of thought.

"Well, you know how when people get turned into vamps they all get the bulgy forehead? Well, I was thinking that since that happens 'cause of the demon spirit in them then maybe something like that is happening here," he said as his confidence in his theory became a bit unstable due to the looks he was getting. "Maybe whatever part of them got bottled up until Halloween is doing some redecorating?"

There was a period of silence and he began to wonder if he just should've kept his big mouth shut. He wasn't a big brain like Giles or Willow and his grades pretty much put him in the 'average' category, so thinking big things like this was more than a little out of his league. Still, in his mind it all seemed to fit together so perfectly and that was why he'd told everybody about it. Now he was thinking that that hadn't been such a good idea.

"I suppose it could be possible, but I cannot fathom why their own souls would be making such changes to their appearances. After all, their souls and their bodies have been together since the day they were born," Giles said as he seemed to actively debate the possibility. "Vampires alter the physical characteristics of their host bodies because they are unnatural intruders forcing their own nature upon a human body. For your theory to be correct, that would imply that at least two of you had your souls extracted from your true bodies and transplanted into your current bodies. The level of magic required for such a transference would be significant indeed and I cannot conceive of a reason why someone would do something like that in the first place."

"Perhaps someone wished to hide something."

Turning their heads as one, they looked to the entrance to the library and saw the man named Urahara Kisuke walk into the room, cane in hand. In the four weeks since they'd last seen him, Giles had tried to find out more about the mysterious man but all he had found were rumors and second hand information. This was odd because you'd think that someone with the ability to slice powerful Hollows in half with a single swing and vanish in the blink of an eye would get some attention. According to Giles' sources, the guy was connected to pretty much every serious spiritual event in the past century in some way. However there was also information that hinted that the guy was on the run from something or someone because, whenever too big of a spotlight got put on an area, Urahara immediately bugged out. This caused some suspicion but, considering the fact that there were a lot of good people who didn't like the spotlight, it didn't make Kisuke a bad guy right away.

Still, the lack of information was enough to make him, along with the rest of the Scooby gang, cautious around the man.

"Mr. Urahara... how unexpected. Perhaps you could e-elaborate on that statement?" Giles asked as he stood up from the chair he'd been sitting in.

"As you can probably imagine, Mr. Giles, experimentation occurs in virtually any field where imagination comes into play. Most people in those fields abide by certain guidelines and rules that keep them from delving into matters considered unethical or dangerous," Urahara explained after coming to a stop ten feet away from them. "While I cannot be certain without running certain tests, I believe that the four of you were subjected to some rather… questionable experiments that involved having the essence of your souls altered in some way."

"To what end?" Giles asked with a bit of caution in his voice.

"It's difficult to say without knowing who was responsible but offhand I'd wager that someone got a little too close to getting caught and decided to hide the evidence someplace no one would look." Urahara replied, sounding reasonably sure of his theory.

"If it's an experiment to do with spirit power, wouldn't a person's soul be the first place someone would look?" he asked, sounding a bit skeptical.

"You'd think so but no. Hiding an illegal spiritual experiment in a human soul would be too risky since there'd be a high chance of the two pieces mixing together," Kisuke replied, leaning on his cane a bit.

"And that'd mess up the experiment. Kinda like someone dumping a chemistry project into a beaker that hadn't been cleaned up right." Willow said, quickly catching onto what the man was saying.

"Exactly! Even if only a little bit of what was left over in the proverbial beaker mixed with the experiment, it would still have an effect on the experiment ruining the outcome," Urahara said, pointing his cane at Willow. "You have quite the sharp mind, my dear."

Willow naturally smiled at the praise and no one said anything to the contrary because they, like he, knew it was true.

"Pardon me if this seems a bit… rude, Mr. Urahara, but I find your knowledge of the situation a bit… suspect. Could you perhaps elaborate on how you came by your theory?" Giles asked with a slightly dangerous tone to his voice.

Nobody in the room missed it and, while he couldn't see what the others were doing without turning his head, he himself was slowly moving down his hand to where his zanpakuto was leaning against his chair. Given how easily this guy took down the frog Hollow when the rest of them were pretty much getting their asses kicked, he doubted they'd be able to manage much if a fight broke out but he'd rather go down fighting than just roll over.

"Well, you could say that I'm something of an expert when it comes to spiritual science. While I don't have the resources I used to, I still manage to make some fascinating discoveries," replied the man. "Also I've been observing you four since the battle and, based on what I saw, my theory is the likely theory."

"You've been spying on us!" Buffy exclaimed angrily and, with less subtlety, picked up her wakizashi.

"Nothing unethical, I assure you!" Urahara said, taking a quick step back. "Nothing more underhanded than bird watching!"

"So you're not a spy but a peeping tom!" Buffy growled, putting a hand down towards the hilt of her wakizashi.

"Iya! Nothing like that!" Kisuke exclaimed, taking another two steps back.

It looked for a moment as though Buffy might actually attack the guy but, in a surprising move, Giles walked into her line of sight and gestured for her to back down. This was a smart move considering the mess that'd be made if a fight broke out in the library and the damage that would likely be done to Giles' precious books.

"Then perhaps you could explain your interest in my charges, Mr. Urahara," Giles said with an icy tone that could have made a polar bear shiver. "I suggest that you don't hold anything back."

Urahara looked wide eyes at G-Man for a moment before taking a moment to consider how best to respond. Personally he didn't like the idea of this guy following them all around town for the past month but his gut told him that the guy had told the truth when he said he hadn't been too creepy with his surveillance methods. He didn't look like some kind of tree climbing, window peeping pervert and, considering that the gang knew pretty much every unconventional way in and out of their homes by heart, they'd have noticed something if this guy had been using them.

"At first my interest in them was centered merely on the fact that the four of them possessed impressive amounts of reiryoku. While not unheard of among the living, the odds of four people possessing such spiritual power in one spot are… well, rather poor," Urahara explained, sounding like he was being as honest as he could. "However what really got me interested was the fact that Mr. Harris and Ms. Rosenberg both possess traits identical to two associates of mine. Now, if you factor in the oddness of four spiritually powerful people in one town with those traits, I'm sure you can see how it would snag the interest of a scientist such as myself."

It made sense, or at least it did to him.

If he came across a one in a million event and then saw people who had a face like Willow's or a body like Cordy's, he'd be interested in finding out what was going on. After all, when you lived on the Hellmouth, home of the weird and the bizarre, coincidences like that just didn't happen unless someone or something made it happen. Given how this guy sounded like he was the expert in such things, he began giving some thought to letting the man do some snooping to find some answers.

"For the past month I've been employing virtually every resource I have short of speaking with all of you directly to find answers. Sadly I've reached the limit of what I can learn without specific equipment from my lab," Urahara said, continuing his explanation. "All I can say for certain is that the modifications to your souls likely occurred either immediately after you were born or while you were still in the womb. It's during that time frame that a spirit is most susceptible to alterations of this sort."

"How's that possible? I think my parents would've noticed some weirdo with odd doo-dads doing something around them," Buffy said, sounding slightly less angry then she had beforehand.

"Not necessarily. Some spiritual scientists have the ability to leave their bodies and take what they need with them," Urahara said though with a hint of concealed information in his words. "Only people possessing some spiritual power of their own would've been able to see such a scientist while he was outside his body."

"Could you undo what they did if you had the right stuff?" Buffy asked, sounding like they might have come upon a way to stop the changes happening to her.

"Perhaps. It would depend on how thoroughly the foreign elements are mixed up with your soul at the moment," Kisuke replied after a minute of consideration. "If the various pieces are still separate for the most part and if the four of you agreed to return with me to my lab for the procedure, then it should be possible to undo the modifications."

"Where precisely is your lab?" Giles asked, still with a bit of warning in his voice but only a bit.

"Karakura Town in Japan." Urahara replied immediately with a smile.

"Then it would appear that we will have to employ other means to undo the changes done to Buffy and Willow," Giles said, taking off his glasses and cleaning them a bit. "While we might've been able to explain a trip to say Los Angeles away, there is no way to travel to Japan without a better reason than 'class field trip' and some proper documentation."

"While I can certainly understand your position, I do not believe that time is on your side in this matter," Urahara said with unusual seriousness in his voice. "The fact that physical changes are beginning to manifest for Ms. Rosenberg and Ms. Summers means that the connections between their original souls and the added elements have reached a level of strength that allows it. It's quite possible that, if allowed to proceed unimpeded, that in four months your physical bodies will be completely altered."

"Our bodies!? You mean it won't just be our hair?!" Buffy asked in surprise, looking decidedly freaked at the possibility.

"If my theory is correct, the reason that the two of you have begun to change is because you've managed to perform the initial release of your zanpakuto," Urahara replied as he removed a fan from his coat pocket and flipped it open. "Now the alien elements that have been added to your souls are beginning to exert their influence upon your physical bodies in an effort to increase harmonization between your weapons and your souls. Your hair, in all likelihood, is simply the easiest thing for it to change at the moment. As the harmonization increases, the physical changes will likely become greater until your physical bodies match what your soul has become."

Now **THAT** was something that caught his attention and had him worrying.

If the whole reason that Buffy and Willow were changing was because they'd managed to make their zanpakuto transform, then he might not be too far behind. Remembering everything that they'd learned since their first fight with the Hollows, he had a feeling that one of the big signs that a person was getting in sync with their sword was meeting the form their powers had taken on. He didn't know how long it'd take before he'd be able to do the whole power sword transformation bit like Willow and Buffy had done but, knowing his luck, it'd happen within weeks.

"If you're willing to trust me, I believe I know of a way to allow you to travel to Karakura Town without arousing unwanted suspicion." Urahara snapped his fan closed, "It will take some time to prepare but it should work."

As a closely knit group they looked back and forth between each other, communicating with looks what they couldn't with words before coming to a decision that all of them would back.

"Very well, Mr. Urahara. Notify us when the preparations are complete and we'll be ready," Giles said with some reluctance despite the group decision.

_**Around Six Weeks Later, Evening, Near The Factory, Willow's POV**_

"Where the hell is this guy?!" Cordy griped as the group waited at the location designated by Urahara.

"He'll be here, Cordy. He said to be here at 8:00pm and it's only 8:03," Xander said, sitting on his duffel bag. "Just relax and sit down."

Cordy didn't do more than snort at this but privately she had to admit that she was just as anxious to have a word with Mr. Sandles-n-hat, given what had happened in the last two weeks. Ever since that fateful afternoon in the library, they'd been waiting to receive word from Kisuke but hadn't heard so much as a peep. Then, out of nowhere, all four of them had received letters in the mail from someplace called the Tessai Institute in Karakura Town, Japan. This had been odd enough but, when they'd opened the letters, it'd been revealed that they'd been selected as potential students for the Institute and were invited to tour the facilities. The letters even said that all the expenses would be paid and that immediate relatives of the four of them would receive fifty percent off all plane tickets during the time their children were away.

Considering that the letters had 'K. Urahara' signed as the person who wrote them, they knew that this had to have something to do with the preparations the mysterious man in green had spoken of.

Not unsurprisingly Xander's parents had practically thrown him out of the house once they'd finished the letter and told him not to come back for at least a month. Buffy's mom had been enthusiastic about the idea as well as a bit proud that her daughter had earned such a wonderful chance to study overseas. Her own parents had been content with it and had encouraged her to make the most of the opportunity. As for Cordy's folks, well, Cordelia hadn't been all that forthcoming with how her parents had reacted to the letter but, considering that she was there, it was a safe bet that Mr. and Mrs. Chase hadn't been opposed to the trip. She couldn't help but think that something weird had been put on the letters because, while she could understand Xander's parents reacting the way they did, it was odd that more fuss hadn't shown up with the others. After all, it wasn't like the fake institute had been around long enough to rack up a reputation so she would have suspected her parents to be more suspicious of it, along with Mrs. Summers. Still, she hadn't sensed anything odd about the letters, her parents or anything else so it was possible that she was imagining things but, considering where they all lived, she doubted it.

_I guess I'll just have to wait for Mr. Urahara to get here so I can ask him myself, _she thought, taking a glance about the immediate area to see if she could spot him approaching.

Unfortunately, much like the previous times she'd looked since they'd all arrived, the Scoobies were the only things within eyesight of the factory. It'd been a bit of a surprise that, when they all gathered at the library to discuss the odd letters, Urahara had called them to take responsibility for the letters. The man had gone further and asked them all to go to the factory where the battle with the small army of Hollows had happened then wait for him. Buffy, the one who'd answered the phone, had of course asked why he couldn't just pick them up outside the school. Judging by the miffed look on the former Slayer's face and the subsequent hanging up of the phone, she hadn't liked the answer. After the call they'd all gathered up enough clothes and bathroom gear to last them at least a week and then departed.

It'd been about twenty minutes since they'd arrived and they'd still seen no sign of an approaching vehicle or person on the horizon.

After finishing her glance about the area, she turned back to Giles in order to get his input but, before she could get a word out, a pulse tickled her spiritual senses, causing her to freeze in place. Almost instantly she was able to locate the source and she bore witness to a phenomenon that reminded her a lot of the screen of her TV immediately after turning it on. A flicker of light, the expansion of a pane of light until it reached a size equal to the doorway of the library and then a weird looking ripple effect in the pane of energy before it became as calm as the surface of a lake. Everyone was on guard thanks to their experiences on the Hellmouth but it all turned out to be a little anti-climactic when Urahara Kisuke stepped through the pane of light like he was walking through a door.

"Good! Good! You're all here!" Urahara declared, sounding like Wilkins used to during one of his speeches. "And you've packed for the trip. Excellent! Now, if you'll just follow me, I'll lead you to your accommodations."

"Wait!" Buffy exclaimed, breaking off Kisuke's stroll back to what was obviously a gateway of some kind.

"Hai?" asked Urahara, sounding like he had no idea what could be the problem.

"What the hell is **THAT?!**" Buffy asked, pointing to the pane of energy.

"That? That is a gateway known as a Yochioudanseki, or world crossing gate," Kisuke replied, pointing to the portal casually. "Walking through it will take us to Karakura Town."

Naturally, while this did answer the question, it didn't really lessen the shock of seeing the gateway pop up out of nowhere.

"What? You thought that you'd be taking a plane to Japan?" Urahara asked rhetorically, as though he found the whole thing ridiculous.

"Well…yeah," Buffy said, uncertain of how to answer the question.

"Have you actually tasted the food they serve on those flights? Horrible!" Urahara said in a way that made her wonder just how serious the guy was being. "I doubt even a Hollow would eat something like that and they're not exactly picky. Besides, going this way means we'll be there in less than eleven minutes rather than taking eleven **hours**."

Hearing that, she doubted that any of them would actually prefer being stuck on a 747 for eleven hours but that didn't mean that she was entirely at ease with going through a portal she didn't know anything about. Turning to Giles, she asked with her eyes for him to give his advice on the matter since he knew more than any other Scooby did when it came to magic and the supernatural.

"While I might never have heard of this… er… Yochioudanseki before, I am somewhat familiar with the topic of portals," Giles replied, sounding a little uncomfortable about being put on the spot like this. "Many practitioners of the arcane arts use them to traverse great distances in a relatively short period of time. Most of the time anchor points need to be established both at the departure point and at the destination."

"Only if one plans on making the connection permanent enough to be used more than once is an anchor point at the destination required," Urahara explained, picking up the conversation. "Given that I don't regularly come to abandoned factories like this one, I didn't see a need to place a permanent anchor here."

She looked at Giles for confirmation and, in response, the Watcher nodded, indicating that it was accurate.

"So it's safe to go through?" Xander asked, sounding mostly satisfied but with a bit of worry still lingering.

"Completely safe! After all, it wouldn't make much sense for me to use something that could kill me, right?" Urahara asked rhetorically as he snapped open his fan before using to cover the bottom half of his face.

No one could really argue the point but her knowledge of psychology, thanks to her parents' profession, told her that it might be possible if Kisuke had suicidal tendencies or liked the adrenaline rush that came with near death experiences. Still, she'd prefer not to think of those possibilities and so she'd assume that the man was just as sane as the rest of them with the same self-preservation instincts as the rest of them.

"Well then, let's get this over with!" Cordy declared, marching towards the portal with her bags in her hands. "It's only three weeks before the back to school deals start at the mall and I want to be back before then."

With that and a little hesitation, the richest girl at Sunnydale High School walked through the pane of energy, vanishing from sight. After hearing no screams or any sign that any harm came to Queen C, she decided that the gateway had to be safe and so began to walk towards the portal with her bag slung over her shoulder. It was only once she was halfway there that she sensed that one of their group wasn't advancing with the rest of them and so she turned to Giles.

"Aren't you coming with us, Giles?" she asked as she saw that the older man hadn't moved from his position near his car.

"No. While I still have some reservations about Mr. Urahara, I have been asked by Diana to aid her and Faith in preparing for this fall." The Watcher adjusted his glasses a bit, "With Mayor Wilkins' demise, there is a power vacuum in Sunnydale's demon community. While none of the various factions have taken advantage of it yet, I don't expect it will last."

"Then shouldn't we stay? Help out?" she asked, worried that leaving Sunnydale now might not be such a good idea.

"Nonsense. Better that you resolve the issue now while things are still relatively quiet than later, when things will almost certainly get more complicated." Giles sounded firm in his belief that they should take advantage of the remainder of the summer lull period.

"Okay. Well… see you later, Giles," she said before walking through the gateway to whatever lay beyond.

_**Karakura Town, Japan, Urahara Shōten, Underground Training Area, Buffy's POV**_

"I hope you're not expecting us to sleep here."

Looking about the area, it looked like they'd been dropped in some room that looked like it belonged in some zoo's desert animal exhibit with all the rocky outcroppings and withered trees. She didn't know what she'd been expecting when she'd walked through the big rectangle energy thing but this wasn't it. There was a ladder off to one side that likely took them up to street level but, aside from that, there was nothing down here that you wouldn't find in a place someone had built as an artificial habitat.

"Of course not! I just brought you here because it would attract too much attention if it happened in the middle of an intersection," Urahara said, causing all to turn to him. "You'll be staying in my guest rooms upstairs. My associate Tessai-san has already prepared them for you but I hope you won't mind splitting up two to a room. Normally I don't have more than two guests at a time."

"I **guess** it's fine but I'm **NOT** staying in the same room as **dweeb boy**." Cordy sounded like she was already regretting stepping leaving Sunnydale.

"Xander and I can s-share a room if he wants," Willow suggested with only a little hesitation.

"Yeah. It'll be just like all those sleepovers when we were little," Xander said, sounding like he didn't mind the idea.

Of course, unlike the oblivious guy, she knew that what Willow was probably thinking of and what was going on in Xander's mind were two very different things. While Xander might view the purple-haired young woman as a sister or a best friend, the former redhead had a serious crush on him and was probably entertaining romantic notions in the privacy of her own head. Not that anything would come of it, though, because while her friend had come a long way since that first day at Sunnydale High School, she still couldn't come outright and voice what she felt. While some of it might have had a lot to do with old habits, most of it probably had to do with the fact that a part of Willow didn't want her fantasies to be crushed if she confessed to Xander and got rejected. So long as Willow didn't do anything to cause her best friend to pop her pleasant romantic bubble, she'd be able to hold onto the hope that one day it might become reality.

_Still, it'd probably take a mini-nuke sized event to blow away the sister label Xander's put on her,_ she thought as she finished committing the layout of the chamber to memory. _Short of sneaking naked into the shower with him, I don't know what would qualify though._

Hearing something that sounded like it came from a sci-fi show, she turned around just in time to see the portal wink out and it was then that she noticed someone she didn't recognize was in the room with him, a someone who made her feel even more self-conscious about her height than usual.

Standing at a little over six and a half feet was a muscled man with a handlebar mustache, glasses and a really odd cornrowed hairstyle. He was dressed like someone you'd expect a local butcher shop worker would with a white t-shirt, apron and pants but he looked like he belonged someplace else whipping newbies into shape at some country's boot camp. As the unknown person walked away from a stone arch, the gray construct vanished into thin air, making her think he was some sort of sorcerer and her old instincts had her thinking that taking him down would be a serious bitch. A body strong enough to give her some trouble and magic tricks that'd probably cook her if they hit. Normally when you dealt with magic users, they weren't all that strong physically and the same could be said for those who were powerfully physically not being very good at spells.

"Excellent! Tessai-san will show you to your rooms," Urahara said as he walked towards the ladder. "I'm sure you'd like to get settled before the testing begins."

With that the rest of them followed the man up the ladder and into a slightly rundown place that reminded her a lot of the fancy Japanese restaurant her father had taken her to when she was younger. Unlike most Japanese restaurants that compromised between Japanese decorations and American style tables, the one her family had gone to had gone the extra mile to make everything Japanese. Tables that were low to the ground and pillows instead of normal chairs were the main differences but there were also sliding doors rather than the normal ones with doorknobs. She didn't see the tables and pillow seats yet but there was definitely sliding doors every couple of feet.

Eventually they arrived at their destination and, with all the air of a bellboy or something, the big guy Urahara called Tessai slid the door on the right open before gesturing for them to enter. Going in first ahead of Cordelia, she found the room to be a bit bare, with two weird blanket-mattress things on the floor arranged like beds and a table in the far corner of the room.

"This room will be for you and Cordelia-dono," he said in somewhat accented English. "The bathroom is down the hall and to the right."

"Thanks," she said entering the room and immediately setting her things down next to the bed-thingy farthest from the door.

Hearing Willow and Xander be led to their rooms, she sat down on what was to be her bed for the next little while and was somewhat surprised at how comfortable it was. She'd expected it to feel a little hard since there was no big mattress beneath it but there seemed to be just enough stuffing in the right places to keep her from feeling the floor below. Laying back and resting her head on the pillow, she wondered how long it'd take Urahara to undo whatever had been done to the four of them. While she'd liked the fact that they'd had powers that weren't tied to any grand destiny, she considered the cost of those powers, the transformation of their bodies, to be a **little** too high. It was especially too pricey when none of them had any idea who or what they'd turn into if they allowed their changes to do as they would. Better to be turned back into normal humans than to risk turning into something that would make a normal life impossible or might make them become the very things they would fight against.

She hadn't decided yet whether or not she'd continue fighting the demons yet but, at the moment, she was learning towards not. Oh, she'd help out if she stumbled across something but, other than that, she didn't see why she would have to sacrifice any more of her life since she was no longer the Slayer. Besides, without any sort of super powers, what good could they really do against the vampires and the demons? Despite the commendable efforts Willow and Xander had put forth helping her when she was the Slayer, the only reason they were still alive was because she'd been there to rescue them. She had little doubt that, if she'd never come to Sunnydale, that they'd have been killed or turned into vampires every bit as bad as Spike. If all of them became nothing more than humans then they wouldn't fare any better if they tried to seriously fight demons, even if Giles stayed by their side.

It was then that she decided that if they were turned back into humans she'd do whatever she could to make sure the others realized this one truth as well.

Until then, she was going to enjoy her little trip to Japan, see the sights with her friends and cross her fingers that by the time they returned to Sunnydale they'd be better off than when they left.

_**Late Afternoon, Urahara Shōten, Urahara's Lab, Urahara Kisuke's POV**_

"I trust you all had an easy time getting settled?" he asked as Tessai led the four American's into his lab.

"As easy as it's possible to do in a dive like this," Ms. Chase snapped, clearly unhappy that his store didn't have five star service and accommodations.

"Don't mind her. She's always snippy at first," Mr. Harris said, rolling his one visible eye at his friend's statement. "So what's first on the testing schedule, Doc?"

"Well, the first thing I would like to do is get a basic scan of your reiryoku and reiatsu," he replied before pointing to the device that would run the scan. "If necessary I might need to move onto more detailed scans. Once those have been completed, I'll need to take some biological samples from your bodies. All told it shouldn't take more than an hour or two for each of you. Once I have the data I need, I will begin examining it thoroughly to figure out precisely what was done to each of you. Only after that will I be able to begin devising a means to reverse the alterations."

"Sounds like a plan," Mr. Harris said with a small grin.

"Then you're the first up, Mr. Harris," he said with a similar grin. "If you would please step in front of the scanner..."

Watching the young man step in front of his multi-phase scanner, he made sure to adjust the settings just in case there was a spike in power. The last thing he wanted was for the jovial youth to overload the equipment since it would take a good week to repair everything. Once satisfied that he'd taken the necessary precautions, he initiated the phase one scans and watched as the data began to appear on the monitor. Almost immediately he saw the reiatsu of Xander and marveled at how strong it was since it was a lot closer to the 11th division captain's than he'd initially thought.

And this was how strong it was when the young man was **relaxed**.

As the scan continued, information began to come in on Xander's reiryoku and almost immediately he had to adjust the scanner in order to head off an overload that was in the works. It was times like these that he truly wished that he had more access to the advanced technology of Soul Society. While he had learned to make do with what his deep cover ally could send him and what the human world possessed, there were still limits in each of the machines in his lab. One of the most troublesome, of course, was the potential for overload if too potent a stimulus was applied to them and that was one reason why he wasn't going to ask the young man to remove his eye patch. Given how far away he'd been the last time the teenager had done that and still sensed it, he knew without thinking that his machines couldn't handle it. Fortunately there weren't any pieces of information he wanted that required any of the four to push their powers to their limits so his lab was safe from unanticipated destruction.

As the scans continued he could tell that the others in the room were getting a little bored… well, Miss Summers and Miss Chase were looking bored. Miss Rosenberg, on the other hand, looked like she wanted nothing more than to ask questions about everything her eyes fell upon and then tinker a bit. He had to grin a bit at this as he sensed a truly scientific mind beneath that mess of twilight hair. Depending on how things went, he might offer to teach her a few things about the world that even her Watcher friend knew nothing about.

It would be amusing to watch if nothing else.

Time passed and, two hours or so later, he finished collecting what he required in order to understand what had been done to them. Calling Tessai to prepare a meal for them, he soon had solitude and immediately began to go over the data, using his knowledge as the former head of the Gijutsukaihatsu Kyoku to piece together the truth. Like a sand sculpture coming together one grain at a time, his understanding of the situation came together and, the larger it became, the more his concern grew with it. While his own ventures into grafting spiritual energy onto a soul never ventured beyond the theoretical, he was knowledgeable enough to be able to recognize the signs of something that followed a similar train of thought. What he was seeing as more information clicked together was distinctly **not** what he'd been expecting and so he was forced to discard his preconceptions and start fresh.

This made things a bit harder but his past experiences helped speed things up a bit.

It was only as late evening arrived though that the truth began to reveal itself, if only in the most basic way. This was definitely not a case of someone grafting a spiritual essence onto a human soul but rather a combining of essences to create something completely new. Intrigued by this, he delved deeper but it wasn't until a little after midnight that he got the results of the search he'd initiated in order to find out where the essences that made up the four had come from.

Those results shocked him to the core of his being like only a select few past incidents had but that shock gave way to a cold anger that swept through his body.

He recognized the technique and the style used to join the essences together allowing him to easily deduce who was responsible for the entire affair.

It could only have been one person: Kurotsuchi Mayuri!

The criminal he'd freed from the Maggot's Nest in order to found the Research and Development Institute had done something far beyond what could be forgiven, even taking into consideration the results. Seeing the information before him, he recalled the discussion that he'd had with his ally years ago about a stunt the skull-faced scientist had pulled off. Now he knew that the incident that supposedly hadn't gotten past the written stage had in fact proceeded without anyone knowing.

The violation. The sheer **arrogance**!

It was enough to make him seriously consider formulating a way to bypass the barrier that kept him from returning to Soul Society so he could voice his **displeasure** in person.

"Um… Mr. Urahara? Is something wrong?"

Turning his head, he saw that peeking through the crack that had been opened between the door and the doorframe were the very four teenagers who had exposed Mayuri's treachery.

All of them looked like they'd run for cover at the slightest sign of a threat from him.

It was then that he realized that in his anger he'd allowed his reiatsu to slip from his usual control and this had likely woken them from their slumber. With some embarrassment he reigned in the aura given off by his own power and put the fool's mask he usually wore on his face in an effort to put them at ease.

"Sumimasen! Sorry to wake you," he said as though he'd just slammed a door too hard. "My computer just crashed and I hadn't backed up some files."

Watching their expressions, he waited to see if they believed his quickly formed cover story.

"Tch. I'm going back to bed," Ms. Chase said, dismissing him with contempt before disappearing from view.

"O-**kay**! I'd probably find that excuse more suspicious after a full night's sleep but right now it's good enough for me," Mr. Harris said, sounding like fatigue was impairing his ability to think. "Goodnight, Mr. Urahara."

With that the sole male left his line of sight and began to walk away from the entrance of the lab due to the sounds of the footsteps. Looking at the remaining two, he could see that even through her fatigue Ms. Rosenberg was curious about the various machines in the lab, as well as the information before him. Right away he could see that she had an academically inclined mind and gaining more knowledge was something she took great pleasure in. One yawn later, though, she seemed to come to the conclusion that she was too tired to really enjoy perusing the various machines so she silently left in order to get some more sleep. With that the lady with the golden eyes walked away, leaving only one Elizabeth 'Buffy' Summers looking at him from the doorway. While she seemed to share the fatigue of the others, the slightly suspicious look on her face made it clear she wasn't about to allow her body to influence her mind.

"You better not be up to something, Fanboy," Buffy said resolutely while looking him right in the eye.

With that she went back to her room, leaving him to deal with what he had uncovered and how best to break the news to the concerned parties. He knew that as far as the older members of that group were concerned, he'd have to wait at least a week before contacting them since dropping that sort of news on them now would only benefit the enemy he'd planned so long to defeat. While it would instigate chaos no matter what, he would prefer that it happened after his nemesis had left Soul Society. At least then there'd be a delay before **he** could take advantage of the instability, keeping the opening short and, with a little luck, too small to be exploited.

Despite this he was doubtful that things would go that smoothly. Lady Luck hadn't exactly been on their side when it came to **him**.

_**Two Days Later, Main Store Area of Urahara Shōten, Morning, Xander's POV**_

"So… you guys think he's hiding something?" he asked as he went about doing the jobs he'd decided to do in order to kill time while they waited for Urahara to finish going over the scans.

"Maybe, but then again maybe not," Willow said from her seat next to the lounge area behind the rear of the store. "I mean, none of us are experts in this whole spirit scan thing. For all we know it could be perfectly normal for it to take this long."

"Please! The guy's lab is decked out with more machines than Q-branch," Cordy snarked from the same room while sipping on a cup of tea. "I bet that he figured out everything yesterday!"

"If you're right then why hasn't he filled us in yet?" Willow asked, sounding like she'd need an answer before she'd sign on with Cordelia's POV.

It was a good question but odds were he didn't have any more of an answer than the rest of them. Then again, they knew next to nothing about Urahara Kisuke aside from the fact that he was an expert in the whole spirit thing and that he'd said he'd keep them from transforming physically. For all they knew the man with the wooden sandals was stringing them along for some kind of evil plan that would soon reach fruition. True, they had no real proof to support this, certainly not enough to act on, but it was still a possibility to be considered thoroughly until something happened.

"I dunno but until he does something shady, we shouldn't do anything," he replied once he finished putting the last product on the shelf in front of him. "After all, I don't feel like swimming back to the USA if the guy gets pissed enough to kick us out."

"You guys will be the one's swimming back," Cordelia stated without hesitation after taking another mouthful of tea. "I'll be flying back first class."

"Couldn't you spring for tickets for the rest of us?" Willow asked with a bit of hope.

"As if! If I did that I'd have to explain to my parents why I needed four tickets instead of one," Cordy replied, sounding like the very concept was ridiculous. "Do you really think I'm going to tell them about you guys?!"

Not likely.

While Cordy might fight alongside them and help out when the hellmouthiness popped up, she worked very hard to keep her status and reputation intact. The brunette made sure everyone saw her as Cordelia Chase, the wealthiest and most beautiful girl in town, and anything that might tarnish that image was repelled without hesitation. Of course there were differing opinions on how precisely a rich girl should carry themselves and how they should treat the people around them but he knew how things went at Sunnydale High School. There were cliques and groups in the school and where you ranked socially depended on which one you belonged to. If you were a jock or rich, you were at the top of the ladder and could pretty much do what you wanted so long as you didn't butt heads with the faculty too much. If you were one of the geniuses, you were valued but didn't have as much clout as the jocks or the rich people. If you didn't belong to the three groups then you were pretty much stray dogs or maybe even bugs in the eyes of those around you. You were of little consequence and, if you dared to speak out against your betters or cause problems for them, you'd be punished accordingly either directly or indirectly. With this sort of mindset, it wasn't at all odd that Cordy would want to avoid officially being associated with them in the eyes of her parents.

He didn't like it, didn't like the idea that class or wealth should dictate a person's life, but he knew that until Queen C began to travel down a similar road of thought, she would continue to hold true to her beliefs.

He was about to say something more when a familiar signal made itself known to his mind, causing him along with everyone else to look in the same direction. It was so familiar that it took him less than a second for him to identify it as a Hollow's energy and he sighed as he realized that if he thought Sunnydale had been busy, Karakura town might very well be worse. He'd asked the giant Tessai about it and the man had said that the current level of Hollows was actually an anomaly rather than something common. Nevertheless, between the four of them they'd racked up a kill count in the double digits since they'd arrived in Japan.

_Looks like it's time to add another point to the scoreboard,_ he thought as he grabbed his zanpakuto from where it was leaning against a shelf. "I got this one guys."

"Okay. Just make sure you don't make too big of a mess," Willow said with a bit of firmness in her voice. "We don't want to cause Mr. Urahara any trouble."

"I'll do what I can, Wills, but no promises."

He knew that that wasn't a great answer but it was the truth. While he had come a ways from Halloween night in terms of mastering his spiritual energy, he still had a ways to go before he could do the whole 'destroy-only-the-second-brick from the bottom' thing with it. Add to that the fact that he seriously doubted that this town had the same denial syndrome going for it and he'd have to be careful not to do anything that'd get him on the five o'clock news here.

Now out of the shop, he glanced off to the side and saw that the two kids that worked for Urahara were at it again with Jinta, of course, being the bully. As much as he might want to go over there and scare some sense into the redheaded boy, he knew the eleven year old had seniority on him as far as the shop was concerned. Therefore he just made a note to try and cheer Ururu up later when he got back. She kinda reminded him of Willow when she was that age and that was enough to make him a big softy where she was concerned.

Navigating the streets of Karakura wasn't easy since he didn't exactly have a good grasp of the spoken language, never mind the written one. Nevertheless he used what spiritual sense he had to home in on the foul stench the Hollow was giving off and that would be good enough. It wasn't until he turned a corner and was close enough in his mind to see the Hollow that he realized that maybe it would've been better to let one of the others get this one. The Hollow was approaching a high school and, even though it was still summer, he could see that there were people outside on the various sports fields playing or practicing. Was it summer school for them? Was it one of the school teams doing some summer training? He didn't know but the snake-like Hollow was slithering towards them at a good pace and, while not as big as some of the ones he saw that night near the factory, it was big enough to swallow a person whole if it wanted to, if only just barely. The thing he had to decide was how to get rid of it without letting anyone get a good look at him. True, he'd only been here two days and only been outside for half that amount of time but, if this made a big mess, they might put one of those police sketches on TV and that'd cause problems.

_I'll just have to end this quickly,_ he thought as he began to draw on as much of his spiritual energy as he could to increase his speed.

By the time he reached the school wall, he figured he was running about as fast as Buffy did during her Slayer days, if not a little bit faster. While not reducing him to a blur, he figured that if he maintained this speed and killed the Hollow in one swing, he could make it to the other side of the school without anyone getting a good look at him. He used a bit of his spiritual power to enhance his strength so he could leap over the wall and, once he landed, he put that energy back towards his legs in order to enhance his speed further. As he closed the distance between the Hollow and himself, he could see that, despite how careful he was being, his use of energy had been noticed on both sides. For the students it looked like they just felt something odd in the air but the Hollow had turned towards him like a predator that had found something truly juicy to eat.

_Time to show this thing that sometimes the prey has teeth. _

Judging by the roar the Hollow let out, he'd bet money that it was one of the kind that weren't much better than animals mentally. Almost as soon as it laid eyes on him it charged him head on, further proving its stupidity, but it all worked out in his favor. Just before it got within eight feet of him he stepped to the side and held his blade in such a way so as to cut the thing clean in two, the mask being the first to go. When the sword exited the monster on the other side he gave it a brief flick to get rid of the blood on it before sheathing it once more. Putting on one more burst of speed he reached the wall on the other side of the school and leapt over it, slipping into a nearby alley. Pausing to catch his breath, he waited to see just how much of a commotion he'd made and if anyone had decided to follow him somehow. Listening carefully, he could hear some signs of talking and yelling but no screaming. From what he could hear it sounded like they'd thought what he did was odd and a little surprising but nothing they'd likely report to the authorities much less the news people.

_Mission accomplished then._

He still hoped that they wouldn't have to stay in Japan too much longer because it was awfully difficult to save the day in a place where people actually paid attention to their surroundings and don't rationalize away the strange.

_**Soul Society, 4**__**th**__** Divison HQ, The Day after Kurosaki's Group Returned to the Mortal World**_

_**Captain Unohana Retsu's POV**_

"Unohana-teichou? Why is your lamp flickering?" Lieutenant Kotetsu asked, pointing to the object on the corner of her desk.

Looking in the direction her subordinate was pointing, she raised an eyebrow in surprise since she hadn't been expecting this to happen until later this evening. To her knowledge Kurosaki-san and his friends had safely returned to the mortal world and, while danger did loom on the horizon, she could not believe that Aizen would be moving this soon. Nevertheless her contact would not be attempting to communicate with her without a good reason. However, until such time as his status in Soul Society changed, she could not let it become known that she had a tie to him. Even Isane could not know because, while she trusted the young woman with most things, she didn't want take the risk that she might notify the Captain-Commander. She respected the captain of the first division but sometimes she found that he was too… inflexible when it came to the rules of Soul Society. The elderly gentleman failed to realize that reality rarely abided by such stringent rules and that one had to be flexible if they were to get anywhere in life. Until Yamamoto-dono realized this, she had to be careful in how she operated and what she allowed others to see.

"My, my! I thought I'd had that fixed," she said with surprise in her voice. "Could you please contact 12th division and ask for them to send someone to repair it?"

"Of course, teichou. Just remember that there's a captain's meeting in ten minutes," Isane said as she walked towards the doorway.

"I will remember," she said with a kind smile on her face.

Waiting until she couldn't hear her subordinate's footsteps any longer before quickly casting some kido that would make it impossible for anyone outside of her office to hear or see anything within. She wouldn't be able to keep them up for long without others becoming suspicious but hopefully she wouldn't have to. She'd listen to what her contact had to say but, if it wasn't supremely important, she would insist that he terminate the communication and call back at the usual time. Moving to sit behind her desk, she reached over and pressed the center of the sun design on the lamp, revealing it to be a button, before withdrawing her finger. She didn't have long to wait before a screen popped up from a hidden slot on the top of her desk before flickering on to reveal her contact.

"This is most unexpected, Urahara-san. I trust you have a good reason for calling me at a time other than what we'd arrange decades ago?" she asked in her usual polite manner, albeit with a bit of warning mixed in.

"The most serious of reasons, Unohana-san," Urahara said with a look that matched his tone.

This statement only caused her puzzlement to increase since this sort of behavior was decidedly not like the former 12th division captain. While there were times when he could be more serious than others, there was always this lingering trace of nonchalance about him.

"I have come across something that I believe you and the rest of the Gotei 13 need to know about before Aizen finds out," Kisuke explained, building up to the big reveal. "During one of my trips to America, I came across four teenagers, three young ladies and a young man, all of whom possessed reiryoku comparable with a seated officer in the Gotei 13."

"While that is a bit of a surprise, finding four such spirits isn't completely unheard of," she said, acknowledging that the man was justified in contacting her.

"It is if all four were still alive."

This caused her to look at the situation more seriously since, aside from Kurosaki Ichigo-san, she knew of no other beings who possessed power of that level yet were not among the deceased. The facts she had been provided with were serious enough to deviate from established communication protocol but she had a feeling that the most important piece of information had yet to be delivered. While normally she would have patiently waited for the man to finish explaining things, the window of opportunity where she could speak with the man in private was closing.

"I apologize for being rude, Urahara-san, but could you please summarize your discovery? I have a captain's meeting soon."

"Very well. After inviting the four of them to my lab, I conducted a thorough analysis on each of them. What I found was something I would not have expected in a thousand years," Urahara said with some hesitation. "Based on my analysis I have determined that, while their human bodies are the product of their human parents, their spirits are actually the result of combining the spiritual DNA of various members of the Gotei 13. Including the two of us."

Shock. That was the one thing she was feeling in abundance and so potent was it that she didn't even think to keep it from showing on her face. "How…how did this…happen?" she asked as her mind descended into a maelstrom of thoughts.

"I have examined the manner in which the spiritual DNA was merged and it bears all the markings of being the work of Kurotsuchi Mayuri," Urahara said with a glint of anger in his eyes. "If you recall there was an incident a little over a decade and a half ago where the man was caught with notes that implied he was considering this course of action. This is proof that he went much further than 'considering' this course of action."

With the mention of the incident her mind quickly brought forth the relevant information from the past and, when mixed with her own medical knowledge, gave her an accurate picture of things.

"Send me all the data you've collected. Now." she ordered, making it clear with her tone that she was not in the mood to debate anything.

"Sending it to you now," Urahara said as his hand left the screen to press something. "I've marked the most relevant files. The rest is just tertiary information."

Only nodding in acknowledgment, she opened the first file the moment it finished downloading to her computer and began to examine its contents in great detail. Her focus became so great that she almost completely ignored the rest of the world and, as she sifted through the data, she began to see what Kisuke had already seen. Time passed and, with every file that she examined, her evidence against the current captain of the 12th division continued to mount until it formed a tomb fit to seal him away in. His fate was especially sealed when she finished reading the information involving her directly and with whom her spiritual DNA was mixed with. While some might consider it a pairing of opposites, those who knew the truth of her past would consider it fate.

However the past had a way of repeating itself and now it would seem was the time for her past to once again put in an appearance.

"Thank you for this information, Urahara-san," she said as she closed the files and secured them under maximum protection. "I will handle things from here."

"Unohana-san? Don't tell me you're going to—" Urahara said before she severed the connection mid-sentence.

She knew what he would say about what she was about to do and, if she did not have a personal stake in the matter, she would have likely heeded his words. However she did have a personal stake in the matter and the violation she felt due to what that pale faced monster did to her made her path clear. It was time for one of the early legends of Soul Society to re-emerge.

It was time for Kurotsuchi Mayuri to see her other side.

With a smile on her face that was decidedly **not** of the kind variety, she picked up her zanpakuto and began to make her way to where she knew her prey would be.

Pity the fools who dared to try and block her path.

_**The Main Meeting Hall, 1**__**st**__** Division Barracks, Twenty Minutes Later, Soi Fon's POV**_

"Unohana-chan is unusually late, isn't she?" Kyōraku-teichou asked in his usual informal way.

She, of course, didn't comment since she believed it was pointless and unnecessary. Whatever was holding up the captain of the 4th division of the Gotei 13, she was sure it was important since it was completely out of character for one of the eldest of the 13 captains to be late for no reason. She just hoped that it didn't take too long since she wanted to focus on preparing her division for the battle that was looming in the future. While it was true that they had all been fooled by Aizen, that did little to pacify her because, as the Captain of the 2nd division, she should've suspected something about the three traitors at the very least. Sadly she had not and so now three former captains of the Gotei 13 were conspiring with their blood enemies, the Hollows, for a purpose that boded ill for all. If the information that had been revealed in the previous captain meetings was accurate then Aizen possessed a tool that could bestow upon the Hollows Shinigami like abilities. Not only that but, if the 12th division captain was to be believed, then the result would be a monstrosity with power far greater than anyone short of a seated officer could handle. That meant that if they were to stand a chance at victory then they needed to push every shinigami with the potential to become that strong to develop that power as quickly as possible.

She was about to make the suggestion that they begin the meeting without the fourth division captain when a pulse of fierce reiatsu struck her senses. Immediately turning her attention towards it, she could tell that it was still a ways off from the meeting hall but for her to have felt it from so far away implied it was powerful. She tried to determine what had caused it but all she could figure out was that it was not a Hollow, therefore in her mind it had to be either a ryoka or a shinigami. A second pulse hit her a moment later but this time it was much closer than before and, despite her efforts to deduce an identity, she couldn't put a name to the source. It wasn't until a third pulse hit her that a sense of familiarity or déjà vu hit her that she realized that it was less than two blocks from the main meeting hall. Reaching for the hilt of her zanpakuto, she turned to the other captains to see if they knew what this approaching power was but what she saw only confused her more.

Half of the captains present looked as puzzled as she did about what was coming towards them however the other half were looking in the direction of the approaching presence with a look of unease and perhaps even fear. Even the captain commander looked as though he might take direct action and that told her that the situation was indeed serious since normally he sat back and allowed the other divisions to handle matters. Kyoraku-teichou looked like he was waiting for the first opportunity to bolt that presented itself while Ukitake-teichou appeared to be thinking along similar lines. It wasn't that surprising for the first to be considering running but the latter, despite his fragile health, was always a model shinigami in how he did things. For him to be considering running meant that the approaching force had to be terrible indeed and it was with that in mind that she prepared herself for a fight.

However, instead of an attack coming from the entrance to the room, an arm exploded from the wall behind the 12th division captain, completely catching everyone by surprise. Mayuri himself only had enough time to give out a gurgle of surprise before the hand at the end of the arm clamped down around his throat depriving him of the oxygen to do more. Normally she would have expected the disgusting scientist to use one of his various body enhancements to free himself but, before the fool could do anything, he was pulled through the wall the arm had come through. Moving with speed that was second only to a few, she used shunpo to cross the distance so that she could deal with the person whose reiastu she **still** could not conclusively put a name to. When she arrived, she was shocked into stillness as she saw Kurotsuchi-teichou thrown through a wall into the open air by none other than Captain Unohana Retsu herself. The part that shocked her, though, was the look of anger on her face and a smile on her face that she personally thought would be more at home on the face of Zaraki Kenpachi.

"U-Unohana-teichou?" she asked as her mind pushed its shock aside.

"'Ere's nuthin' to worry 'bout, Soi Fon-teichou," Unohana replied, the expression on her face not changing. "Me an' Kurotsuchi jus' need to 'ave a few words."

Unohaha vanished in a burst of shunpo that revealed quite nicely the skill and experience the older woman possessed. Moving to the hole that led to the outside, she saw explosions and plumes of smoke rise up from between the various buildings that made up the 1st division barracks and other important parts of the Seireitei government. The more she saw, the more she found it hard to believe that it was really the fourth division captain who was behind it all. Everything was so contrary to what she'd known of the woman and, as she sensed both Kyoraku-teichou and Ukitake-teichou come up on either side of her, she wondered if they knew what was going on.

"Soi Fon-san? Did Unohana-chan speak with an odd accent just now?" Ukitake-teichou asked, sounding like he very much wanted the answer to his question to be 'no'.

"Yes. She sounded very… odd," she replied, unable to classify the way the older woman spoke any better than that.

"My, my, my. Looks like we're going to be down one captain pretty soon," Kyoraku-teichou said, sounding like it was inevitable.

"What!? We can't let her kill Kurotsuchi-teichou! We have to stop her!" she declared, preparing to go to the center of the fight in order to persuade both combatants to stand down.

"I'm not sure we can, Soi-fon-san," he said with an odd note of seriousness. "Since the day she became captain of the 4th division, I've only seen her like this three times and each time it took a miracle to stop her."

"What do you mean? While she is a captain it should only take two of us to restrain each of them."

"Heheheh. Let's just say that in the case of Unohana-chan, only Yama-ji could stand up to her now," he said with a bit of amusement in his voice.

"Nevertheless, we probably should at least try to talk her down before she destroys all of Soul Society in an effort to kill Kurotsuchi-teichou," Ukitake-teichou said, sounding like he was **not** looking forward to it.

"I guess we should," Kyoraku-teichou sighed with the utmost reluctance.

Then, without another word, they vanished using shunpo.

A little annoyed at not receiving a proper reply to her inquiry, she went after them with the remaining captains, following behind almost immediately after. Seeing one of the taller buildings fall over after being rocked by a particularly powerful blow, she hoped that Unohana-teichou was not so lost in her anger that she could not be reasoned with. Given that she was one of the oldest captains in the Gotei 13 and had the power that naturally came with an old spirit, she was beginning to share the eighth division captain's reluctance to force Unohana-teichou to stand down.

As she thought of the potential injuries that might be inflicted soon, she wondered if whatever set off the 4th division captain had been orchestrated by the traitor Aizen. It would work well with his ambitions if he could somehow instigate infighting and chaos among the Gotei 13 since it would only weaken them while making it easier for him to put his own plans into motion.

_All the more reason to put an end to this pointless battle quickly,_ she thought as she finally visually spotted both Unohana-teichou and Kurotsuchi-teichou fighting, with the former clearly being the aggressor.

Assuming, of course, the 4th division captain didn't end it sooner and in a decidedly permanent manner for Kurotsuchi-teichou.

For those of you that might be wondering Unohana's new way of talking in that last spoken line was meant to be identical to the lady swordsmith shown in episode sixteen of 'Ao No Exorcist' roughly thirteen minutes and forty-six seconds into the episode. I'm sorry if it's not perfect but that's what I wanted the voice actress for Unohana to sound like in your heads when you read that line.


	9. The Truth Revealed

Disclaimer: I do now own any of the copyrighted material contained herein. They are the rightful property of their respective creators and associated companies. I make no profit off of this whatsoever and have no intention of changing this in the future. I write fanfic because it's fun and because there are those that enjoy reading my work. Therefore I would greatly appreciate it if no legal action were taken against me because I can guarantee that whatever you got from me would not even cover a tenth of your legal costs.

_**Kurotsuchi Mayuri's POV, Same Time**_

"Clearly you have lost your mind to attack me like this, woman!" he said as he parried another of the crazy person's surprisingly strong attacks.

As the head of the Gijutsukaihatsu Kyoku, it was only natural for him to know as much as he could about the resources at he had at his disposal and that included shinigami worth mentioning. As such he had believed up until a few minutes ago that he had an accurate grasp of the woman's power and fighting ability. In his mind she had been his primary rival since it was her job to counter poisons and ailments while it was his duty to create new ones that were even deadlier than those that came before. When added to the fact that he could only lawfully take custody of interesting people **after** they were dead and the 4th division captain was a regular annoyance since she more often than not snatched those people from the jaws of death. Nevertheless, he had been comforted by the fact that her expertise was focused almost exclusively with healing and therefore what combat abilities she possessed were just barely at the level required of a captain.

Clearly he was going to have to make some serious revisions to her file.

The power and the skill she was showing attacking him easily put her in the same class as the more battle-centered captains. Still, he was confident that this would end sooner rather than later. After all, no matter what her reasons, there was no way that the captain-commander would allow this to continue for very much longer. With the mess that was Aizen's betrayal, the old man wouldn't allow him to be seriously injured, much less killed. To allow such a thing would be to give the traitors a sizeable advantage since it would be his inventions and scientific skill that would guide them to victory.

Indeed, if the latest report from that fool of a Gikon was to be believed, his four test subjects were developing nicely, with two of them successfully managing to release their zanpakuto to shikai level. While the idiot Snyder hadn't thought to use proper equipment to evaluate the event, what had been placed in the report was enough for him to make some good guesses on the nature of Summers' and Rosenberg's shikai. He was quite intrigued by the possibilities and new theories the information brought forth but he decided he'd give the remaining two a little more time to reach their shikai. Once all four were at that level, he would bring them to Soul Society and present them to the Gotei 13 as the first of many weapons that he could bring to bear against Aizen's rabble. He would doubtlessly receive much praise for his accomplishment and yet again earn himself a revered place in the history of Soul Society.

True, he cared little for the opinions of others but such fame would only make it easier for him to move onto his next project without any bothersome interference.

In a moment of whimsical thinking he decided that he'd prefer that Unohana-teichou not be imprisoned or punished in any way that would prevent her from seeing his latest triumph. With this he would truly pull ahead in their little rivalry and it would be almost impossible for her to surpass him no matter what she did. It would be so much fun to rub her face in it! It was with that in mind that he decided he would put a stop to the battle here and now so as to start things off on the right foot.

Using a serious of well thought out strikes, he waited until she committed herself to a powerful attack before using shunpo to get behind her.

"Bakudō number 63: Sajo Sabaku!"

Out of thin air a chain made out of golden energy appeared before him wrapping itself around the captain of the 4th division and constricting tightly, thus pinning her arms to the side of her body. Putting in a fair portion of his strength into his kido, he was confident that it would be enough to keep her restrained until the other captains arrived. Once that happened, he was fairly certain that the captain commander would quickly force the woman to back down and explain herself. He was mildly interested in finding out what had made her so irrationally attack him but it didn't matter all that much. It was bound to be some trivial matter that in no way justified her assault on his person.

"Are you quite finished now with this childish display?" he asked with annoyance. "Really, this is behavior most unbecoming of a captain."

"You 'ave no right ta say those words, Kurotsuchi." Unohana growled as she strained against her bonds. "Not 'fter wha you did!"

"Oh? And what might that be? I've done a great many things so I'm afraid you'll have to be a bit more specific," he said honestly since he was unable to think of a single thing he'd done that might have angered her this much.

Then again, it was difficult for him to remember anything that didn't involve his work so it's possible he'd done something and simply forgot it.

"Fine. Think back 'bout to a little over fifteen years ago. Ya got caught doing somethin' tha' shoulda gotten ya sent back ta the maggot's nest," Unohana said as she stopped her struggling to speak with him. "Ya took things that didn' belong ta ya ta use in yer experiments. One of those things belonged ta **me**! Remember now!?"

She **knew!**

How did she know?!

Ever since his witless Nemu had bungled things a decade and a half ago, he had taken drastic steps in order to ensure that his four test subjects were never found or even believed to exist. He'd used an incredibly complex encryption for all communiqués from the artificial soul he had observing the quartet and timed each report perfectly so that it could be hidden within a regular communication. He even made sure that the reports were made on a bi-monthly basis so that only the most diligent of observers would be able to catch it.

So how did Captain Unohana Retsu of the 4th division find out about the four test subjects he'd created?

"So it was you. I had a slight doubt comin' 'ere but the look on yer face makes it clear," she said as a feral smile grew onto her face. "Now I don't have ta hold back anymore!"

With an exclamation of rage and power, the reiatsu she was putting out began to climb at a ridiculous rate and the glow of her spiritual energy glowed a sickly green. What surprised him the most though was the sight of the binding spell he'd used on her beginning to crack all over before finally shattering as her power surpassed the kido's ability to restrain her. He was about to utter another, stronger, binding spell when he felt her power begin to flow in a familiar pattern.

"Purge the Diseased Flesh; Minazuki . . . Nishiki!" Her zanpakuto took on the same color as her spiritual energy before turning into foul mist.

As he had witnessed numerous times before, the mist expanded before beginning to take on the familiar shape of a giant manta ray. However, as it began to make the transition from gas back to solid, a yellow colored smoke emerged in specific places. It was not until the transition was complete that he learned more and what he saw was once again not what he expected. Instead of the usual form that most in Soul Society were used to, the giant manta ray that appeared didn't look like it had anything to do with healing. Indeed with a serrated tail at one end and teeth poking out of its mouth that reminded him of a Venus fly trap. Not only were those parts razor sharp but unless he was very much mistaken there was a mustard colored mist drifting up from each of them. This implied either poison or perhaps some sort of germs.

_Pathetic! Does she really think this monstrosity will be enough to kill me?_ He thought with contempt since he considered himself to be the unquestioned master of both poisons and diseases.

So sure of himself was he that he almost didn't see it when the tail of the beast shot towards him and, while he was able to evade a direct hit, his right arm still got torn open. Grimacing from the pain, he quickly put some distance between himself and the bothersome beast before reaching into his haori to retrieve a drug that would heal his arm. However it was as he did so that the pain in his arm actually increased without any sort of extra stimulus on his part. Ripping away the sleeve of his haori, he was treated to a sight that was both intriguing as well as potentially dangerous. Instead of something like an anti-coagulant to cause him to bleed out or festering boils to indicate a toxin of some kind, the flesh around his wound actually seemed to be decomposing at an accelerated rate. Was it something that broke down organic tissue? Believing this to be the case, he quickly selected his most potent regenerative potion and injected it into his injured arm. Instead of easing the pain, he was experiencing it intensified and rather than rapidly heal the damage his potion actually appeared to accelerating the rapid decomposition.

"Looks like ya finally figured it out," Unohana said with a satisfied smile. "The miasma tha' the second form of Minazuki produces feeds off of th' body's natural regenerative abilities ta further enhance its decomposing effects. The more ya fight it, th' stronger it gets. I think even ya can figure out how this'll turn out."

Indeed his intellectual mind could easily tell how this would turn out unless he devised an alternative means of countering her foul zanpakuto's powers. In an instant the solution came to him and with great speed he use his own blade to severe his right arm a good inch above the wound so as to ensure than none of the shikai's power remained. For a moment he waited to see if the effects persisted but thankfully his painful improvisation had succeeded and so he was spared for the time being.

Nevertheless he would not take the new form of Minazuki lightly from this point on but, if the other foolish captains didn't show up soon to put an end to this, he would have to change tactics and kill the 4th division captain.

"ENOUGH!" came the authoritative voice of the captain commander.

As if on cue, the captains began appearing around the periphery of the battlefield and this actually caused Unohana-teichou to pause in her efforts to kill him. Hopefully in a battle of words and reason he would be up to the task of defeating her especially since he now knew the reason for her anger.

"You will explain your actions immediately, Unohana-teichou," demanded Yamamoto Genryūsai with a brief flare of his reiatsu to show that he was serious.

For a moment it seemed as though the furious healer would defy the captain commander but, with visible effort, reigned in her anger. It further encouraged him when her shikai disappeared and reformed the blade of her zanpakuto since it assured him that she would be using words rather than violence from this point forward.

"Less than an hour ago I received information from a source of mine of a most unusual discovery that he made: Four living humans with reiatsu comparable to a seated officer in the Gotei 13," Unohana explained, anger lacing her voice. "While that alone is not unheard of, the fact that each of the four bore traits similar to captains in the Gotei 13 was enough to investigate the matter further. What he found was most disturbing; while all four biologically were the product of their parents' DNA, their spirits were not."

"You don't mean-!?" asked Ukitake-teichou as his mind connected the dots just a little faster than the others.

"Yes. The spirits of the four were the result of combining the spiritual DNA of seven residents of Soul Society and one recently deceased Quincy." She glared at him with renewed anger, "If you'll remember Kurotsuchi experimented with the concept of taking the spiritual DNA of several prominent members of Seireitei in order to breed superior Shinigami. He **claimed** that it had never progressed past the theoretical stage, however this evidence proves beyond a reasonable doubt that he went far beyond theoretical."

As one the other captains turned to him with suspicion and the beginnings of anger in their eyes. He knew if he did not seize control of the conversation, the bothersome woman would twist his achievements and make him look like some kind of clichéd villain.

"It is true. I succeeded in producing four prototypes and, in order to allow them time to develop, implanted them in mortal bodies when I could no longer care for them personally," he stated without an ounce of guilt. "Nevertheless, they have blossomed quite nicely and their timing could not be better. We'll need power such as what they possess in the fight against the traitors."

There. He'd given to them the truth completely unfiltered and in such a logical manner that they would no doubt see how fortunate it was that he'd continued with the experiment despite initial protests. After all, what did bothersome things such as rules and morals matter when faced with impending death and destruction? They didn't matter one bit. The histories of both the living world and Soul Society were filled with instances where those in power ignored such things in the interest of achieving victory over their foes. The Gotei 13 would be nothing but hypocrites to ridicule him now.

"Ya steal from us, use our essence in yer twisted experiments and dare ta sound proud of it?!" Unohana exclaimed with rage, her voice slipping back into bizarre way of speaking.

"How could I not be proud of what I've accomplished with my four test subjects? I've taken the randomness of conventional reproduction and constructed a way in which superior shinigami can be mass produced." He let a bit of pride seep into his voice. "Indeed, with the advancements I've made since the four were created, I'm confident that I could produce one hundred fully grown shinigami in just over a month. With a bit of work we could have a veritable army waiting for Aizen and his rabble by the time the final battle begins."

It was at this point that he'd anticipated some of the more experienced and less emotional captains to begin seriously considering the potential advantage he could give them. Afterwards they would no doubt persuade the others to overlook the minor moral conflicts that existed in favor of ensuring the defeat of the traitors. If any troublemakers remained after that, they would be dealt with the moment they crossed the line between what the captain commander would permit and what he would not.

"12th division captain Kurotsuchi Mayuri… what you have done with the very essence of your comrades…" said the captain commander seriously, "…is completely **unforgivable**."

What?

He couldn't possibly have heard right.

"While it is true that in times of war the line between what is right and what is wrong can become blurred, that only means that we must be extra careful not to become the very thing we fight against." Yamamoto's disapproval was coming through clearly in his voice. "We must also not permit anything that could fracture the unity required to bring about victory. For what you have done, you will be punished accordingly."

No.

This could not be happening to him!

This was supposed to be one of his greatest achievements! A moment when he could rise even higher in importance and finally surpass those that thought themselves superior to him!

Yet instead of seeing how his experiment could secure victory, the man who was currently the most powerful man in Soul Society was actually condemning his actions!

The old man **DARED** to think that he could pass judgment on a genius like him!

He wanted nothing more than to shout at the fool and make it clear that he was throwing away victory for something truly pointless like morality but he held his tongue. As he watched the eyes of the other captains condemn him for his actions, he knew that if he didn't act quickly, he would either be captured or killed. Neither was an acceptable outcome for him, therefore he was forced to do something that left a foul taste in his mouth but was also necessary no matter how he looked at the situation.

Without any delay he brought his zanpakuto to bear but the mistake the others made in interpreting his intent was all the time he needed to succeed. With speed and precision he stabbed himself in the neck, triggering the liquefaction process causing his body to explode into a green liquid that, while it could not attack, could not be harmed either. As he oozed away into the numerous cracks that had been created by his fight with Unohana, he had only one final thing to say to those gathered around him.

"Mark my words! You will regret this day you fools! I guarantee it!"

_**Willow's POV, The Next Day, Mid-Morning**_

"Are you sure we're doing the right thing?" she asked as the four of them marched to ladder that led to where Tessai-san had told them Urahara was.

"He's been dodging our questions for days, Wills," Xander replied, sounding a little annoyed. "I'm all for letting an Einstein have his space so he can do his thing but we've been waiting days. He's gotta have figured out something by now."

"He'd better have something! I'm getting sick of Japan," Cordelia complained as she took up the rear. "Can't read anything, no one speaks English and I can't watch my favorite shows over here because that sleaze of a shopkeeper won't pay for a satellite dish!"

"Not everyone's as rich as you are Cordy," Xander said as he lifted the trap door that revealed the ladder that led to the underground training area. "Judging from this place, I'd say the guy's barely breaking even. Why else would half the stuff on his shelves be way past old?"

"Then how does he afford all that scientific junk in the lab? It doesn't just fall out of the sky, you know." Cordy pointed out with her usual snark.

Xander didn't reply to that and even she had to admit that she couldn't quite reconcile how some guy could have university level lab equipment but not be able to stock his shelves with fresh stuff. As they descended down the ladder one at a time, she thought on what she had learned since she'd come to Karakura Town. She hadn't been able to get much information from the residents of Urahara Store, at least as far as how they knew what they did, but she had learned other things. She'd been able to tell while snooping around that the shop had been around for a long time, easily more than fifty years, but as far as she could tell Mr. Urahara and his employees had been the only ones to live there **ever**. None of them looked like old men and, depending on how long Jinta and Ururu had been living, there they should be a lot older physically. So either they'd found the fountain of youth somehow or they didn't age like normal people did. She didn't think they were demons because she'd gotten pretty good at spotting disguised demons with her spiritual senses back in Sunnydale but that didn't help her figure out what they actually were.

_Hopefully we'll be able to get some answers without too much trouble._

Looking around the training area, it didn't take her long to find Mr. Urahara but what she found him doing made her wonder if they were right to put so much faith in the guy. Sitting down on a blanket eating what looked to be rice balls was the very guy they'd been depending on to figure out a way to keep them from transforming further and maybe turn them completely back to normal. Looking at the size of the picnic basket to the right of him and the various plastic wrappers that were empty, he'd been there awhile. This did not fill her with confidence. She could understand having a break or an early lunch but it looked like he planned on spending the entire day eating down here while taking it easy. She had to admit to being a bit irritated at this but the others were actually crossing into angry territory, with Buffy being the most miffed. They advanced towards the man intent on finding out just what he was doing instead of working on their issue.

"Just what do you think you're doing, Urahara?!" Buffy snapped, not bothering with tact or restraint.

"Ah, Summers-san! How good of you to show up!" Urahara exclaimed with mock joy at seeing her.

"Don't dodge the question, you deadbeat!" Cordy demanded angrily as she kicked the rice ball from the shopkeeper's hand. "We've been here for almost a week now waiting for you to figure out how to fix us and as far as I can tell we've gotten nothing for all that waiting!"

Amazingly the guy with the striped hat was completely ignoring the brunette's rant in favor of looking at the rice ball he'd been about to eat before it got kicked into the dirt. This only made both Buffy and Cordy angrier but, before they could say anything, Mr. Urahara sighed and got to his feet as though realizing that the relaxing mood had officially been killed. Patting the dirt out of his pants, he looked them all in the eye and she could tell that he was ready to be serious and cease the hammy acting he'd started off with.

"I apologize for keeping you waiting for so long, Cordelia-san," Urahara said with true honesty and seriousness, "however I had to be certain that what I'd discovered was the complete and unfettered truth."

"What did you discover, Mr. Urahara?" she asked as her curiosity was aroused.

"It was my original assumption that the essence of a spiritually inclined person or even several persons had been grafted onto each of your souls. It was the only theory I could come up with that fit all of the facts I'd been able to uncover." Urahara looked at her directly, "However, after examining each of you directly using all of the equipment in my lab, I found out that the truth was something completely different and unexpected. The spiritual power each of you has is yours and yours alone. They belong to no one else."

"What do you mean?" she asked, unable to understand how normal humans with normal parents could just get the kind of power the four of them had.

"Tessai-san?" Urahara asked, looking over her shoulder.

Turning to see what he was looking at, she only had enough time to see a hand wearing a red glove come right at her face. Instinctively she moved to avoid it but it was too little too late and thus, with a wave of disorientation, it hit her, making it impossible for her to stay on her feet. On the plus side, though, the impact of hitting the ground helped clear her head but the minus came when she saw what was falling in front of her.

Her body.

"Aaaahh!"

'What the fuck' and several variations of that came from the others, causing her to turn. What she saw only caused her more concern because, like her, the others had had their spirits knocked out of their bodies, or at least that was what she believed had happened. Looking down at herself confirmed it, though as she found herself in the some dark skinned and curvy body she'd spent some time in on Halloween. A moment of curiosity hit her and she looked at the others to see if their spirit bodies looked different than their normal ones.

Xander looked pretty much the same except with longer hair than normal. Buffy's hair was now completely the different shade of blonde that it'd been changing into for the last month or so and, unless she was very much mistaken, it looked like she might have shrunk an inch or two. Cordy, on the other hand, had gotten bustier if that was at all possible and her hair looked like it couldn't make up its mind on whether or not it wanted to be messy or well combed. All in all it was seriously giving her the wiggins, so she turned to the guy who probably had most of the answers only to find him looking at her funny.

"Just as I thought," he said before pulling the rim of his hat over his eyes.

"You better do a helluva lot better than think or I'm going to reduce you to an afterthought!" Cordy yelled, looking like she was going to kick the shop keeper's ass if he didn't explain himself.

"As I told you, the power you possess is not something that someone artificially implanted in you," Urahara explained as he let his gaze drift to each of them. "It is something you were born with."

"But if we were born with these powers then doesn't that mean our parents should have some power too?" she asked, calming down in light of the mystery being presented before her.

"Your spiritual ones do but your biological ones do not." Kisuke replied both honestly and cryptically.

"What crap are you talking about now?!" Buffy asked with a growl, clearly wanting more direct answers. "People can't have two sets of parents like that."

"Not normally, no, but the circumstances surround how each of you were born are far from normal," Urahara replied, sounding a bit hesitant with his words. "According to the results of the tests that I ran, your spirits are at least four years older than your human bodies. When combined with the spiritual DNA your souls possess, I believe that you were implanted in your mortal bodies four years after your actual birth."

"Stop spouting crap and just tell us what the hell is going on!" Xander yelled, his lack of scientific knowledge aggravated his anger more.

Urahara Kisuke sighed as though dreading what was about to happen next but resolve graced his features as he made his choice.

"What I am trying to say, Alexander, is that before you were born, a deranged scientist named Kurotsuchi Mayuri took the spiritual DNA of eight people and created your souls. Then, when he was on the verge of being discovered, he sent your spirits to earth to be implanted in four pregnant women to hide you and allow you to continue developing so that he could see how his experiment would turn out."

Of all the possible explanations she'd expected to hear, this had not even been in the top fifty.

"Y-you're lying. You gotta be!" Buffy exclaimed, sounding like she was sinking into denial like a rock dropped into the deep end of a pool.

"I know this is hard to accept, Ms. Summers, but I've done the tests multiple times and they come up the same each time." Urahara said trying to convey his sympathy.

"Willow! Go check his work!" Cordy ordered in a no nonsense tone of voice. "You're an egghead so you should be able to pick apart his work and find out where he screwed up."

"What!? I-I wouldn't even know where to begin!" she exclaimed, not liking that she'd been put on the spot like this.

"I had a feeling that you might need more than my word for something like this," Urahara said as he half turned away from them. "I invited some people who'd have a better chance at convincing you."

With uncanny timing a set of doors appeared behind him that looked kinda like the ones upstairs but slightly more old fashioned. Another fact that set them apart from the ones upstairs was the fact that there was no visible frame around them, or anything else that matter. She didn't have time to consider more because, as if moved by invisible hands, the doors slid apart to reveal another set within that soon followed the example of the first. At first the light coming from within the gateway was too bright to see anything but then she watched as three black butterflies with purple highlights fluttered out and almost immediately followed by three silhouettes. She squinted a bit to see who they were but soon that became unnecessary as they stepped out of the light being let out by the gateway.

The first was this giant of a man wearing a black outfit with a white overcoat that was tattered at the edges and had an eye patch over his right eye. The feature that attracted her attention the most was the fact that his hair was styled it such a way that it defied gravity in ten different directions with odd looking bells attached the points. All together it made for the most bizarre picture but that didn't cause her to dismiss the feeling she had that opposing him would be like a goldfish opposing a great white shark.

The next to emerge was a woman who she swore could've been an older version of her spirit form. Wearing black stretch pants, orange shirt and beige leg warmers, it made for a unique but oddly striking appearance that made her wonder if she'd look as good wearing the same outfit. Looking down at herself for a moment, she could see that her body, while not as 'developed', could still feasibly look good on her. When her eyes rose back up to the woman's face, their golden eyes locked and she could tell that newcomer hadn't been completely informed of what she'd find when she came here.

The shock on her face made that clear enough.

"Something you forgot to tell me, Kisuke?" she asked in a manner you'd usually expect from a guy.

"Perhaps one or two things, Yoruichi-san!" Mr. Urahara replied, a bit of his earlier humor returning. "I bet you've already put together the important parts now."

"So that bastard really did it." Yoruichi said with a healthy dose of anger in her voice.

"Indeed, and quite well from what I could determine," Mr. Urahara said as seriousness gained the advantage in his voice. "Aside from the fact that all of their traits lean towards the most desirable in terms of genetics, you wouldn't be able to tell the difference between them and the more conventional souls."

"You admire what that criminal has done?" Yoruichi asked, sounding like she didn't approve.

"Ethically? No. Never. From a scientist's perspective, though, it's impressive."

"Now, now! There'll be plenty of time to talk about what's right and what's wrong later," the third member of the new arrivals said. "Don't you think we should focus on more important things? Such as the futures of these four?"

If it wasn't for the fact that the guy with the belled hair having an eye patch like Xander's, she'd think that the final arrival was the one whose essence played a part in forming her best friend's spirit. Wearing a pink overcoat covered with flowers, it looked like the Japanese equivalent of the Hawaiian shirts that Xander occasionally wore and it was coming close to provoking the same reaction in her; that being to figure out where he kept all of them, steal them and then find some place out of the way to burn them to ashes. She got the feeling that trying something like that with this stubble chinned guy would backfire on her somehow, so she'd just keep her opinions to herself.

"You're right. Besides, Yamamoto Genryūsai- soutaichou wants to meet with them personally." Yoruichi said with a voice clearly implying that for now she'd put her own grievances aside.

"Yama-jii does get a bit cranky when he's kept waiting," stated Mr. Flower Power with a bit of amusement.

"Sooner we get that stuff over with, the sooner I can see if the kid here's any good at fightin'." The man with the ratty looking overcoat looked down at Xander with a grin.

She didn't like that grin. It hinted at hurt Xander's and she very preferred healthy Xander's.

"HEY! Quit talking about us like we're not even in the room!" Buffy yelled, clearly choosing to deal with all the shocks with aggression. "And we're not going anywhere until I get some answers! Who the hell are you three and where the hell are you trying to take us!?"

This outburst did have the effect of getting the attention of all of the adults in the room but, in her opinion, the blonde could've used a bit more tact in how she phrased her questions.

"To answer your questions in order, Summers-san, allow me to introduce Captain Zaraki Kenpachi of the eleventh division, Shihōin Yoruichi, former captain of the second division, and Captain Kyōraku Shunsui of the eighth division," Mr. Urahara replied in a neutral tone as he pointed to each of the specified people in turn. "As for where we would like to take you, the answer is simple: Soul Society. As the name suggests it is a place of spirits and the base of operations for a group of powerful spirits known as Shinigami or, as you Americans might call them, Soul Reapers."

"Oh." Was all Buffy could say to that.

Her mind was running along similar tracks since it wasn't every day that you met genuine grim reapers or that they were inviting you to their home.

_**Soul Society, Later, Buffy's POV**_

_I hope we're doing the right thing,_ she thought for what had to have been the fifteenth time since she'd passed through the mid-air doors.

Personally she figured it was the shock of the surprise that Urahara had dumped on them that was keeping her from raising all kinds of hell. It wasn't every day that you got told that you had two sets of parents or that you were some Doc Frankenstein's pet science project. She was pretty sure she'd completely freak out later and probably kick the ass of the first person who gave her even a small excuse to do so. For now, though, she would walk along with Xander, Willow and Cordelia as they made their way down a white street to a tower in the distance. Looking about the immediate area, it felt like she'd stepped into some kind of samurai flick and, considering the fact that just about everyone was carrying a katana, she probably had.

Looking down at her zanpakuto, she thought back to what they'd all left behind in the living world and wasn't it giving her the wiggins saying things like that. Urahara had said that he'd stay behind and keep their bodies (more wiggins there) safe and well maintained inside of nutrient gunk. According to him, with their souls outside of their bodies, their brains were in a coma and would stay that way until their spirits merged with them again. Still, since their bodies would need food of some kind, that was why they'd be dunked in the green gunk so what they needed could be absorbed through the skin. She didn't even bother trying to understand it all. She just hoped that when they all got back to the real world, her body didn't look like a shriveled up prune or else she was going to make the sandal'n'hat guy look worse.

It took a few minutes shy of half an hour for their group to arrive before a giant set of doors that made her wonder who the idiot was who thought making them that big was a good idea. She'd been in this 'Soul Society' long enough to know that just about everyone in the place was more or less normal in terms of height, so unless they were hiding King Kong somewhere it was pointless to have doors this big unless you were trying to be intimidating, in which case she'd have to tell them to pick a new cliché because she'd seen better. As the doors creaked open, she wondered who this Yamacoato was and what he looked like. Was he a Jack Nicholson kind of general or was he more of a Gene Hackman type?

When her view was unblocked by the huge red doors, she looked into the room and found two rows of people arrayed on either side of the room with an old man who looked to be half asleep at the far end of the room. In her mind the guy seriously needed to trim that beard or he'd trip over it someday.

Once the entire group was in the room, their guide's took their places on either side of the room, with only the lady who definitely had a lot of her put into Willow staying next to them. Minutes passed with nothing being said but she and the others were definitely being given the hairy eyeball and it was beginning to annoy her. They asked she and her friends to come here leaving behind all they know and now despite that act of trust the four of them were being looked at like bugs under a microscope.

"Didn't your parents ever teach you it's not polite to stare?" she asked with annoyance and perhaps a little disrespect.

She watched as they narrowed their eyes at her but she glared right back, refusing to back down. While for the most part she'd decided to give these people the benefit of a doubt, she did partly blame them for the whole mess. If they'd just locked away the fruitcake May Yuri before he got outta hand, none of this would've happened. True, that would likely mean that she and the others wouldn't have been born but she wasn't certain that being born because of some sicko's experiment was a step up or not.

"Indeed. We should proceed on to more crucial matters," spoke the old man at the far side of the room in a rough tone of voice. "Unohana-teichou? If you would explain the particulars involving these four?"

"Hai. As has already been explained, they were born into this world when former 12th division captain Kurotsuchi Mayuri illegally acquired the spiritual DNA of seven residents of Soul Society and one Quincy," explained a woman who just screamed 'Mom' or at least 'kind teacher/doctor'. "He then used this genetic material to create prototypes that he for one believed would be superior to any shinigami born naturally. However his efforts were discovered a little over fifteen years ago and so he was forced to hide his creations in the living world. These four were recently discovered in the living world by former 12th division captain Urahara Kisuke and were brought to my attention after a preliminary investigation."

"Yeah, yeah! We know all this already!" spoke Mr. Porcupine impatiently. "Get to the important part. You've been keepin' us waitin' long enough."

"Very well. Based on the information Urahara-san provided, the procured genetic material was combined as follows: The genetic material of Shihōin Yoruichi and Kuchiki Byakuya was combined to give birth to Willow Rosenberg."

At that revelation she saw the woman who'd contributed some DNA to Willow look at the former redhead with new eyes. As for the other person… she didn't know who this Beyakkewya guy was out of the entire group but, given the 'you are a stain on my good name' look the guy with the slicked back black hair was giving her best female bud, she'd bet good money it was him. Of course the look on his face was immediately rewarded with a position in her 'he is an asshole' list since that sort of reaction was completely uncalled for. Sure, Willow had been… born without his knowledge or consent but that didn't mean he had to look at her like something he'd scrap off the bottom of his sandals.

She made a decision right then and there to annoy him whenever she could and not show him even a little respect.

"The genetic material of Shiba Kūkaku, head of the Shiba clan, and Ishida Yuudai of the Quincy were used to give birth to Cordelia Chase."

The second name didn't produce more than a raised eyebrow from the group before her but at the mention of the first had half of the people looking like they wanted to take a step back from the socialite while the rest seemed to think Cordy was trouble incarnate. It almost made her want to find out what sort of woman this Kuku woman was but then she considered that if these people considered her trouble, maybe it'd be best that she didn't meet this woman.

"As you have likely already discerned, Alexander Harris is the result of the fusion of DNA belonging to Captain Zaraki Kenpachi of the 11th division and… my own." Unohana replied with only a second's hesitation before looking at Xander.

She'd been prepared for the revelation of Xander being connected to Mr. Porcupine-head but not the quiet speaking woman that reminded her of a kind nurse or teacher. Then again she supposed that her demure nature helped tone down the battle-mania that Xander had gotten from his 'father', so that he wasn't a complete psycho.

"Finally the genetic material that gave birth to Buffy Summers belongs to Captain Soi Fon of the 2nd division and former captain of the 12th division…" Unohana said before turning to the short dark haired young woman with the twin pony tails handing down her back, "…Urahara Kisuke."

"THAT BASTARD IS **MY** FATHER!" she bellowed, unable to believe that the hammy actor of a scientist was actually her spirit father.

"THAT BASTARD IS **HER** FATHER!" Soy Fun bellowed at almost the exact same time.

It was then that the two of them realized what the other had said and so they looked at each other, saying with their eyes what they could not say with words at the moment.

The next time either of them saw Urahara Kisuke, they were going to make the man pay, albeit for different reasons.

It was a few minutes after this outburst that a rough 'ahumph' attracted everyone's attention to the old man at the far side of the room.

"Now that we have all been informed of the situation, we must decide what is to be done with these four children." Spoke Mr. Gumpy-pants, barely opening his eyes half an inch.

"Their spiritual power should be sealed then they should be sent back to the world of the living with their memories appropriately altered," spoke the guy called Beyakkewya with all the emotion of a lump of coal to which he had a matching personality. "They are unnatural."

"My, my! You're being a bit harsh there, Kuchiki-teichou, aren't you?" spoke the man wearing something that reminded her of Xander's Hawaiian shirts. Oh, how she felt the urge to burn it! "They don't seem like bad kids to me. They certainly haven't done anything to deserve being treated like criminals. Can't you be a little more compassionate?"

"I was being compassionate. If I were not, I would have recommended that they be executed immediately." Beyakkewya replied without any change in his tone or expression.

For a moment there was dead silence in the room as she and probably everyone else in the room tried to figure out if the man was being serious or was simply telling a joke. In the end, when neither confirmation nor denial came forth, it was decided just to let it pass and move things along so that a decision could be reached.

"I believe we should help them to master their shinigmai powers and then let them make their own choice," spoke a kid with white hair who looked more than a little out of place amongst all the adults. "Regardless of how they were made, they are human souls and have the right to make their own choices."

Looking at the kid, she couldn't understand what could've happened to make him such cold preteen but she definitely thought that someone needed to remind him to act his age. Still, at least the ideas Shorty was putting on the table were decent enough. Now all she had to do was wait to see if the others had the same opinion.

"While the Shinōreijutsuin is being pressured to focus on the senior students, it should be possible to add four more," spoke a… man who had the head of a dog where a human head should've been. "However I do not believe they would be able to learn much before we will be forced to focus our attention on Aizen and his forces."

"A customized curriculum can be made to ensure that they receive the most they can before then," stated the old man in his usual grumpy manner. "Well? Are you interested, children?"

Looking at the old man, she carefully thought over what was being offered. The four of them had originally come to Japan so that they could find a way to keep their old lives as intact as possible. That meant stopping the physical transformation of their bodies and in some ways reversing it even if it meant losing their spiritual powers in the process. While she knew that Xander and maybe Willow liked having the power to play more active roles fighting at her side, it shouldn't come at the cost of their very identities. If Willow's 'Mom' was any hint, then by the time the transformation of her body was complete, no one back home would recognize her including her flesh and blood parents.

Now, however, it was likely that the only way they'd stop the changes was either to have their spiritual powers sealed away so that they couldn't affect their bodies. That would stop any new changes but it would probably do nothing to reverse the old ones. Then again, with how spirit centered this place was, maybe they knew some kind of spell or something that could fix their bodies so that they'd be the way they were before this whole thing started.

Minus her having Slayer powers, of course.

"Sounds like a plan. Count me in," Xander said, sounding like he'd definitely made up his mind.

"Where Xander goes, I go." Willow said, stepping up alongside her best friend.

"It'll be something to do until we head back to Sunnydale," Cordy said, trying to sound apathetic but not quite managing to hide her interest.

Looking at her friends, she could see that they would take the opportunity to learn more about their spiritual powers. For her part, she was divided on what to do. A part of her was interested in learning new ways to use the powers she'd gained on Halloween and liked how it would help her to better protect her friends. On the other side, though, it felt like she'd be stepping further away from the normal life she'd wanted ever since she'd been told she was the Slayer. While it was true that her Slayer powers were gone, it wasn't like having super spirit powers was all that different. It still made her different from the rest of the human race and it still made her a target for the baddies of the world. If she embraced the chance standing before her now, it could very well be the point of no return and make it impossible for her to ever have the sort of life she wanted.

And yet… and yet she didn't want to just stand by while her friends trained.

"Sounds like fun," she said with a half-forced smile as she walked up next to Willow.

"Then it is decided," declared Mr. Grumpy Old Man. "However in order to construct an efficient lesson plan for these four, the current status of their abilities must be ascertained."

Somehow she didn't like the way he said that.

"Komamura-teichou… Hitsugaya-teichou… you and your lieutenants will spar with these four to determine what level their abilities are at this moment. Zanpakuto will be permitted for both sides to use, though I would expect that both you and your lieutenants to show some restraint."

"Of course, Sou-Teichou," said Mr. Rover professionally, serious respect in his voice.

The kid with the snow drift for hair also nodded to show that he would abide by his commanding officer's decree.

_Why do I get the feeling I'm gonna need __**lots**__ of bandages later?_

_**The Courtyard of the Eight Division Barracks, Half an Hour Later, Xander's POV**_

"Something tells me holding back against these guys and gal would be a bad idea," he said, looking at the four people standing a little over fifteen feet away from the Scoobies.

"Ya think!?" snapped Cordy, who looked like she rethinking her desire to do this.

Glaring a moment at Queen C, he looked over at their opponents and confirmed that they wouldn't be able to fight with kid gloves with these four. Even with his less than sharp spirit senses, he could tell that they were powerful enough that anything less than the Scooby gang's best would get them flattened. While he doubted that he and his friends would be able to defeat them outright, he was determined to make sure their opponents would have to work for their victory. Deciding that a quick sizing up of the enemy would be a good idea, he started at the right and worked his way to the left.

First up was Captain Komamura, who was a freakin' humanoid dog person and was one of thirteen commanding officers in this Soul Society place, so he had to be pretty powerful. Of the ones he'd seen in that big meeting hall, this one was the only one to wear any armor, though he doubted that that made him the weakest of the bunch. If the… man's fighting style was anything like a canine's was, then it'd be instinctive and deadly if you weren't paying attention to his movements. He decided right then that he would target this one first since, in his opinion, Komamura would be the most powerful one of the bunch and therefore the best match for him.

Next was the Dog-guy's 2nd in command and the man looked like he'd fit right in with a group of Yakuza especially with the bandages wrapped around his stomach. With a thin mustache on his upper lip and black sunglasses hiding his eyes, the man only had what looked to be a long dagger or some kind of short sword in his right hand. If this guy was a 2nd in command then that probably meant that the guy was roughly half as strong as the person he took orders from. Willow would be the best match here since she was fast enough to stay out of the range of the guy's weapon and her sword's alternate state would make quick work of him.

The third member was someone who looked like he'd only just hit his teens and had snow white hair that didn't look fake or dyed in the least. The thing that had him scratching his head though was why this Hitsugaya Tōshirō was a captain in charge of his own division. He had a feeling that people in this world didn't age normally but it still struck him as odd that they'd let someone who looked like a kid lead warriors into battle. Still, he hoped that Buffy would take the kid seriously since, judging from the look on the former Slayer's face, she'd already picked this one out as her primary target.

Though whether it was because they were roughly the same height he didn't know.

It was the last opponent he'd be giving a wide berth because he just knew that, no matter what he did, he'd wind up getting his ass kicked. Either he wouldn't be able to focus on the fight with all the 'bouncing' the strawberry blonde would have going on or his attacks would damage her clothes in such a way that he'd be labeled a pervert by every female in range, resulting in a royal lady beat down. It didn't help that she had her uniform specifically arranged in such a way so as to show off her 'assets' and make people think they might spill out if she moved the wrong way.

Placing a hand on the hilt of his zanpakuto, he waited for the grumpy old man in charge of the grim reaper society to give the go ahead for things to get underway.

"This match is to determine where these four pups are in terms of skill and control where their spiritual powers are concerned," declared Yamamoto, raising his voice enough to be heard by all present. "The fight will continue until they are unable to continue fighting. BEGIN!"

The second he heard the word 'begin', he revved up his spiritual power levels and charged Komamura head on, intent on making sure dog-boy focused on him. Deciding that testing the waters would be best, he did a practice swing at about half his top speed and, much like he expected, the captain managed to block it one handed and without trouble. No trembling of the arm that he saw, nor any sign of strain, but given that he was used to reading the faces of humans and not canines, he could be wrong. Using the power of his spirit to increase his strength, he attempted to push his foe back a couple of steps but all he managed to do was cause the previously missing trembling of the guy's sword arm. Obviously as powerful as he was, this guy was more so and that called for a change of tactics such as shifting radically from strength to speed. Disengaging from his test of strength, he pushed off the ground with his right leg and attempted come at his foe from another direction but, without changing his footing, the large dog person still succeeded in blocking the strike.

"A good first and second attempt," Komamura stated before getting a look in his eye. "Shall we see how well you fare when **I** go on the offensive?"

_Oh shit._

Then he was on the defensive and every blow he blocked vibrated up his arm in new and painful ways that he'd just as soon not have experienced. However not once did he allow himself to look afraid or pressured despite the fact that he was slowly being backed into a corner. He might not have remember much from the time when Zaraki Kenpachi was in his body but he knew the 'old man' valued strength and had nothing but contempt for weaklings. Pushing his own spiritual energy level high in an effort to slam on the brakes of his retreating, he could feel his strength increasing with every second that passed. As it neared the top of what he could put out with his eye patch on, he began employing the basic moves and strategies that G-Man taught him back in Sunnydale.

True, they were moves that any student in Soul Society could probably beat with one hand tied behind their back but they were all he had.

"Better. I see you've had some instruction," Captain Dog-Bone said, showing a little more effort in his movements. "That will make your zanjutsu training easier."

He was about to ask 'how much easier' when he heard the exclamation of surprise from Willow as she got knocked to the ground by Mr. Shades. Looking in her direction, she didn't look hurt too bad, a bit disoriented, maybe, but it did hint that maybe her sparring partner was a bit too much for her. He knew this was just a sparring match and that it'd stop once the old man decided there was no point in going on but where his Willow was concerned, he just couldn't help his protective tendencies.

A single leap backwards, he channeled his spiritual power into his zanpakuto and let loose an energy slash right at Komamura, tearing up the ground as it went. He knew it didn't have the power to hurt the captain but he was hoping that it'd be enough to keep the Dog Defender off his back long enough to help Willow.

Running for the Yakuza-look-a-like, he decided to open things up by giving the guy something a little more important to worry about: two energy slashes. Too bad with the mojo he was putting out, he might as well have been announcing what he intended to do but hitting the guy wasn't part of the plan.

Getting him to back away from Willow was.

"Need some back up, Wills?" he asked as he took up a defensive stance in front of her.

"Nah… I got it Xan," she replied as she got back to her feet and brought her sword back up to the right position. "He just surprised me, that's all."

Seeing the look on his friend's face, he could tell that she was giving it her all and could tell that she wouldn't be thrilled if he treated her like she couldn't stand on her own. Still, he'd let her know that she could count on him to pull her out of a tight spot and that all she needed to do was ask.

"Gotcha! Well I'd better get back to my Apollo Creed wannabe," he said as he saw Komamura advancing towards him. "Give me a shout if you want to tag team your guy."

"Sure thing!" she said before showing why she was the fastest of the Scoobies now that she had spirit power.

_In fact, unless I'm seeing things, I think she's gotten faster somehow. _

He figured it probably had to do with the fact that they weren't lugging around physical bodies anymore but didn't give it more thought than that since Komamura seemed to be getting annoyed with the lack of attention he was providing.

_Guess he's dog enough in the brain to hate when people aren't paying attention to him._

_**Buffy's POV**_

_I can't believe I'm getting shown up by a __**twelve year old**__!_ she thought as once again she tried to exploit an opening in her foe's defenses only to have it close before she even got halfway there.

She was not an arrogant person, despite what some people might say, but she took pride in her butt kicking skills and even though she wasn't the Slayer anymore, her training with Giles was still there. Yet, despite two and a half years of experience as a Slayer and over six months of experience with her spirit powers, she was getting knocked around like newly risen fledgling. She'd already tried most of the tricks she'd learned from Willow about using her spiritual energy to make herself faster or stronger but it wasn't enough. She was already employing most of the tricks she'd picked up during her time as the Slayer that had helped her to take down stronger or faster foes. Despite her best efforts, it didn't even look as though the brat was **trying** and that was what bothered her the most.

Never in the entire time she'd been the Slayer had a baddie failed to take her seriously.

Even if they didn't in the beginning, she clued them in pretty quick that treating her like a bug was going to end with them getting squashed. Now, though, it was like this kid believed that there was nothing that she could do to even make him put forth a **little** effort and would soon be getting bored.

In a burst of speed she executed a slash-n-thrust combo that she'd hoped would throw the kid off his game enough for her to get an offensive going but he blocked it just the same as the others. Growling in frustration, she backed off a bit to try and get a fresh look at the situation both where her foe was concerned as well as her friends. From what she could tell, Cordy seemed to be doing the worst of the bunch of them but that wasn't too surprising considering that Queen C didn't have as much battlefield experience as the rest of them did. Still, she was on her feet so that was something to be proud about. Willow and Xander were holding their own against their sparring partners but weren't making any more headway than she was in terms of winning. Not that she thought they could beat these people, considering they probably had years of experience in using spirit power backing them up, but she at least wanted the four grim reaper wannabes to respect the Scooby gang.

That meant it was time for her to lead by example.

Gripping her zanpakuto with both hands, she shouted "Let your dark storm rule upon the battlefield, Gunjokou Karaiyami."

Ever since that terrible night fighting the Hollow mob, she had been practicing with this new form of her weapon but it was only with a little help from Willow that she figured out the nature of the second form.

In a word, electricity.

The dark metal gauntlet that covered her right arm from fingertip to elbow could not only generate electricity thanks to her spiritual energy but it could also influence the electricity inside living beings. That's what Willow believed had caused the scratches she made on that big bad Hollow to hurt as much as it did. Somehow her gauntlet had intensified the energy running through the Hollow's body, maxing out the pain it felt. The redhead had compared it to someone getting a paper cut but feeling like they'd just been cut open from hip to shoulder. Her academic friend had theorized that if she could intensify the energy inside a living being's body, she could also weaken it to the point of paralyzing the target or maybe even killing it. She wasn't about to test that on anyone on a whim but now that she had a long-range way of fighting the brat before her she felt she could finally turn things her way.

"Let's see you stop these, Snow Top!" she snapped as she channeled her spiritual energy into her gauntlet.

She'd experimented with the various ways she could use the electricity generated by her gauntlet but, for this sort of situation, she needed precision and speed. Using her will to shape the energy crackling around her gauntlet, she formed a dagger sized bolt of electricity before throwing it the instant she was satisfied with its stability. Due to its nature it flew through the air with greater speed than if it were made of metal and powered only by her physical strength but Whitey still managed to evade it. Using her experience as the Slayer to anticipate movements, she did her best to place every attack that followed so that it'd hit him when he wasn't in a position to dodge but of course he just had to know some air walking move that let him push off air rather than something solid like normal people.

Fortunately she had a move that she'd been rather proud of but the only problem with it was the fact that it wasn't nearly as stable as the lightning dagger.

_Not like I've got much choice,_ she thought as for the eighth time Hits-a-guy-a succeeded in evading her attack.

Changing the form of the lightning construct to a sphere, she was forced to toss it sooner than she'd wanted when Snow Cone junior decided to go on the offensive but it worked out. With him closing the distance between the two of them, there was less of a chance she'd miss him with an attack and so, with an underhand throw, she tossed the lightning ball at him. He saw it coming but, before he could do anything, what little stability she'd managed to instill in the ball failed, causing all of the contained energy to explode outwards four feet in every direction.

The good news: the energy succeeded in snaking past the brat's defenses and hitting him.

The bad news: she caught the edge of it as well.

The effects weren't as bad as she'd thought they'd be but that could have been because it was her attack or maybe some kind of side-effect of her gauntlet. Still, it left her unable to follow up on her minimal success for a couple of seconds, giving Whitey what he needed in order to recover.

"Not bad. I guess I'll have to take this match a little more seriously than I have." Snow Cone said, a change in his body language evident.

She had to smile a bit at that since, while it wasn't him saying he'd get completely serious, it was a step in the right direction.

Watching him as he suddenly leapt into the air and caught some serious hang time, she wondered what he might be up to.

In retrospect, she would've preferred to remain ignorant.

"Sit Upon the Frozen Heavens, Hyōrinmaru!" Hitsugaya barked before water appeared out of nowhere from the hilt guard of his zanpakuto.

That wasn't the only change to happen since dark clouds began to blot out the sun overhead and made the large, long dragon being created by the water that was freezing in certain places to descend. Seeing the kid's creation circling around him like a snake, she had to think that one way or another letting that thing hit her wouldn't be fun at **all**.

"I think I like it better when he's not taking me seriously," she muttered as she saw Whitey slash his sword down at her, causing the ice dragon to descend towards her **fast**.

_**Willow's POV**_

_I think I could get to like going around in a spirit body! _she thought as she found herself continually surprised by how well her body was doing.

At first, when the match had begun, she'd assumed that her body wouldn't perform any differently than it had in the living world. However, the more she pushed it while using the spirit energy tricks, the more she realized that her spirit body was playing by a whole new set of rules. She was easily going more than twice speed she'd maxed out on in her physical body and her muscles weren't even beginning to burn just yet. As for the other areas, they weren't quite as impressive but they still made her optimistic about her chances of winning her match against the guy in front of her.

He'd introduced himself as Iba Tetsuzaemon and, while he wasn't going easy on her, at least as far as she could tell, he did give her pointers every now and again to improve her fighting skills. She didn't use what he suggested immediately but instead mixed the tips in with what she could come up with on her own in order to trip him up. Thus far this had allowed her to keep the fight even but, as she felt Buffy's power spike and heard the blonde speak the words that would cause her wakizashi to change into a gauntlet, she knew that the others weren't doing quite as well. Tapping into the instincts that had proven so useful to her in the living world, she fired off three kicks to force Iba to back off a bit before casting her eyes around the battlefield. Xander was doing well against the dog person and he hadn't even removed his eye patch yet, so he still had a trump card up his sleeve. Buffy had indeed changed her blade into a gauntlet but the few electrical attacks she'd helped the former Slayer create weren't as effective as she'd thought they'd be against the twelve year old captain, especially when the snow haired preteen spoke words that brought forth nasty looking storm clouds along with an oriental style dragon made of water as well as ice.

"You sure you got time to look away, little Shihōin?" Iba asked, forcing her to look back to him with less than six feet existing between them.

Reflexively she brought her katana up to block and was forced to channel energy to her upper body in order to keep from being pushed back by the larger man. Then she tried to angle her blade just as Giles had taught her so Iba's blade would slide off, providing her with an opening, but he seemed to catch on quickly, repositioning his zanpakuto to prevent her from succeeding.

"Not going to be that easy for ya," he said as he continued to counter her efforts. "Got anything else?"

_Strength won't work, speed won't work and the few moves Giles taught me aren't working either,_ she thought as she pushed off his dagger to gain some room. _Guess it's time to follow Buffy's lead._

"Yeah, I got one thing." She gripped the hilt of her zanpakuto with both hands in front of her, "You think you're strong enough to take it?"

She knew she probably looked ridiculous acting all cocky like Buffy usually did with a vamp but, with all the changes that'd happened in her life, she felt like experimenting with a little reinvention.

"Dunno, but I'd be interested in finding out," he said with a smile that showed he was being semi-serious.

"Okay then, just remember that you asked for this," she said before bringing her power to a higher but steady level. "Relax under the black leaves, Mokukurosha Dorahyou."

As before she watched as the blade of her katana turned a dark purple before being blow apart by some unknown wind into grains almost too small to be perceived. The light show that Buffy's gauntlet was giving off to counter her foe's ice caused the grains to sparkle in the air but that didn't make them any easier to track with the naked eye. Using what practice she'd managed to gain in it since that night outside the factory, she sent the grains of dark crystal at Iba in three separate streams from three different directions. She wouldn't aim to kill him, she doubted she could if he was as strong as she thought he was, but she could back him into a corner if put her mind to it.

With the first two streams she executed direct attacks that he was supposed to see and therefore guard against. It was the third one that she tried to direct to where she thought his blind spot was so that she could come at him unforeseen and knock him off balance. Once this worked, she'd just have to keep at him and keep him from regaining his balance by having her streams attack him from random directions repeatedly. Hopefully by the time the more experienced warrior managed to regain the upper hand the fight would be brought to a close with her more or less unharmed.

"Not bad. You're forgettin', though, that while I can't see your shiny sand all that good, ^**you^** are another story," Iba said before his spiritual energy began rise significantly. "Hadō #4. Byakurai!"

He pointed a finger at her and, with only a second of blue light appearing at the tip to warn her, she knew that something dangerous was coming her way. On instinct alone she pulled the granulated blade of her sword back to her and formed a rough barrier where her mind believed the attack was being aimed. However, since it was done on instinct with virtually no thought involved, it wasn't strong enough to block the lightning-based attack completely. When the two forces collided, her barrier lasted for a full two seconds before shattering and it was probably due to luck that the attack Iba used gave out at roughly the same time. Nevertheless, she was forced back a couple of steps, both by surprise as well as the minor shockwave caused by collision of two strong forces, once more allowing her foe to take the lead in the sparring match.

With his blade coming at her, she tried at first to use her released sword to form barriers to block his attacks but each time she did so, she found she was having trouble guessing the path of the blade. With the possibility of an attack getting through, she decided it was time to go back to her normal zanpakuto until she gained enough experience with its alternate form to use it better. It only took a couple of seconds for her katana to reform and she immediately began to employ the techniques Giles had taught her.

This, of course, put her right back where she'd been before.

It was then that she decided to try something that thus far had only been theoretical but if she could get it to work right could be just the edge she needed. Moving away from Iba, she began gathering her spiritual energy at the bottoms of her feet, let it pool into concentrated points, and then, when she was satisfied, leaned forward as if to begin running and let the energy explode free all at once.

It **kinda** worked out the way she'd hoped it would.

It did give her a serious boost in speed, allowing her to cross the distance between her and her adversary, but it was not without its flaws its first time on the battlefield. For one thing it was coming dangerously close to a spin forward, making her more like a human buzz saw rather than an incredibly fast warrior with a zanpakuto ready to slice. For another the bottoms of her feet hurt more than she'd expected from the release of that much spiritual energy, meaning that repetitive use of the move would leave her in quite a bit of pain, as well as with a potential injury. Nevertheless she would continue to use it since she figured that this little evaluation match would end before it got too painful for her to stand.

With every successful use of the move, though, she made adjustments and, while she'd usually prefer a more controlled method of perfecting, her move she'd make due.

"You're pretty fast," Iba said when their blades locked together. "Thing about that is, so am I."

Then he just… vanished, and only her ability at sensing spiritual energy warned her that he was behind her to whirl around just barely in time to block the attack. Again, again and again he did this and all her eyes could make out was the blur both at the beginning as well as at the end of his speed bursts. This was not of the good since the fight between the two of them had gone from her holding her own with a chance of victory to barely being able to put up a decent defense against his attacks. She didn't like this and tried to think of some way she could even up the battle once more but, amid the franticness of keeping herself injury free, her brain just couldn't focus enough to come up with anything.

In the end the gap between her and Iba grew too big for her to manage and his weapon succeeded in slicing open her shoulder.

"Aaahhh!" she exclaimed in pain as she instinctively backed away from the shades wearing man while pressing her hand to the wound.

It looked as though Iba was about to apologize or something but an explosion of power blanketed the area, freezing everyone who felt it due to its sheer magnitude. Unlike her foe she recognized this power but it was unbelievably stronger than it'd ever been back in the real world, causing her to turn her head towards the source of the disturbance.

Standing there surrounded by a field of orange energy that reached up to the sky was none other than her best friend Xander Harris, his eye patch fluttering like mad in one hand while his zanpakuto was sheathed by a wild flow of spiritual energy in the other. However it was the slightly feral version of his usual lopsided smile that bothered her the most since it implied a changing of the rules as far as how he was going to fight from here on out.

"Now you've done it," Xander said with a voice that sliced through the silence that had covered the battlefield in the last few seconds. "The kid gloves are now **OFF!**"

_**Shihōin Yoruichi's POV**_

"Oh? Looks like someone's got protective streak," she said with some amusement as Zaraki's kid upped the ante moments after her own got hurt.

This she approved of and found amusing.

She hadn't really known quite how she felt about the four kids that'd dropped out of the sky so unexpectedly at first but, the more he saw of them, the more she felt they were good kids. The Harris kid was easy going for the most part but, when he set a goal, it looked like he went all out to see it through and if it involved his friends, she doubted even death would be able to stop him. Kisuke's kid, she could tell from the beginning, had the most combat training of the four but it was a little off and made her think that something was missing, causing the moves to be less than perfect. It'd been a bit odd that two of the four teenagers had been able to release their shikai with no formal instruction on the matter but, then again, there wasn't anything normal about the situation. After all, in the entire history of Soul Society, there'd never been a case where four artificially created shinigami had been made much less from the essences of captains of the Gotei 13. It still repulsed her to think of what the chalk faced bastard had done but she was doing her best to make sure it didn't influence how she treated the four youngsters fighting below. They were innocents in this who didn't even know that there was something off about themselves until recently and even then they hadn't known the whole story. Little Byakuya might be willing to dispose of them with his usual cold efficiency but she would not make her choice until she had all the information.

Looking at the brunette that, according to Unohana, had a bit of Shiba Kūkaku in her, she could tell that the girl had been raised in the upper class. While there were some signs of the girl being taught how to fight, it was clear that it was a recent development and that the teenager had barely cracked open the proverbial book on the subject. Lieutenant Matsumoto had already realized this and so wasn't pressing the girl as hard as she could have. There was no point in pummeling someone who couldn't even put up a decent fight, especially since this was only a fight to evaluate the abilities of the four. From what she'd seen so far, the brunette girl would definitely need the most training in areas of combat but, if she was anything like Kūkaku, she might have some talent in kido.

As for her own kid… well, the girl was a surprise in more ways than one.

The Rosenberg girl had inherited her good looks and a fair helping of her physical abilities if the speed was anything to go on. It had been interesting to see the girl try an original way to increase her speed and reminded her of some early research that had been done that eventually had given way to shunpo. With such experimentation, she'd have thought that Willow had a bit of Kisuke in her but the form that the teenager's shikai had taken was too much like Byakuya's to be mere chance. Such a combination of traits made her curious to see just what the little girl would be capable of with a few months training.

Then, of course, there was the fact that, unless she was very much mistaken, Willow had something of a crush on Harris and was just too shy to act on it.

In all her years as a member of the Gotei 13 and the last century in the living world, she'd seen young love often enough to be able to see the signs. The girl had it bad for Zaraki's kid while the young man seemed to be either oblivious to it all or simply refused to see the girl as anything else than a good friend. How long this had been going on she didn't know but she figured it'd take something pretty serious to smash the label the young man had put on his friend.

She'd have to think of a few suggestions to send Rosenberg's way.

For now, though, she would watch and see what Harris did with the power he'd freed from the seal of his eye patch.

Proximity seemed to play a role since the first person he went after was Komamura-teichou, who braced himself for the attack to come. However it was a monumental surprise when the blow actually managed to knock the captain of the seventh division off of his feet and back a couple of meters. The boy didn't wait much longer than that before charging towards the lieutenant of the tenth division, slamming the hilt of his zanpakuto into her stomach, doubling her over with the force of it. By this time though the shock of his surge of power and the strength behind teenager's blows had worn off and so Iba-san Komamura-teichou's lieutenant was ready.

It was true that Unohana's kid was putting out quite a bit of power but reiryoku alone did not a battle win, nor did a young man's determination to protect his friends.

As such Iba released his zanpakuto to shikai level and brought his own spiritual power to bear, thus allowing him to not only take the blow but stay on his feet. He still got pushed back more than a couple of feet, tearing up the ground as he went, but that was better than the others had done up until then. However Harris was obviously the type of person who believed if at first you don't succeed, keep on hitting it until you do because, after it registered that Iba wasn't going down, the teenager unleashed a flurry of quick yet powerful attacks. With every successive blow Komamura's lieutenant seemed to be having a harder time staying on his feet and when the final swipe came the man chose to use shunpo to get clear.

Before Alexander could renew his assault, though, Hitsugaya-kun decided to jump to the head of the line and attacked from the side with a dragon-shaped stream of ice and water. What surprised her, though, was that instead of its usual effect, the attack was actually disrupted and appeared to her to be what one would expect if ice were introduced to an open flame. As the kid genius of the Gotei 13 bombarded the young powerhouse, the ice eventually succeeded in encasing its target but all it took was a yell of defiance from the young man to shatter the frozen restraints.

_I think this is enough for now,_ she thought, believing that everyone present should have seen enough to draw up a decent lesson plan for the quartet.

However, as she waited for the Commander-General to give the order to stop the sparring, nothing happened and so the fighting continued with Xander firing off another wave of energy that was four times as large as the ones he'd discharged with his eye patch on. This was one more sign that the fight should be brought to an end now because, even if the captains and their lieutenants could and probably would still win, it'd cause needless damage to body, the area, as well as the teenagers. She was just about to throw her weight around and put an end to the fighting herself when the old man stomped the bottom of his concealed zanpakuto on the ground, causing the associated sound to echo about.

"Enough!" Captain-Commander Yamamoto declared before rising from his seat. "We will now evaluate what we have seen and devise an appropriate training regime for each of your. Unohana-teichou? If you would see to their injuries."

"Of course, Captain-Commander," Unohana said with a bow before using shunpo to appear beside Willow.

Feeling herself relax a bit now that the fighting was over, she was surprised to find that it had affected her to that degree. She had only met these four less than a day ago and yet her heart felt concern for their wellbeing. Was it that the prospect of being a mother that inspired such feelings? Was it the idea that she now had a legacy beyond the students she'd instructed and the accomplishments she'd achieved? She didn't know but it'd be an interesting experience to explore when she wasn't working with everyone else to prepare for Aizen's inevitable assault.

It might even be fun.

Especially if she chose to help young Willow overcome her shyness and pursue her feelings towards Alexander Harris with style befitting the newest member of the Shihoin clan.


	10. The Hunt is ON!

Disclaimer: I do not own any of the copyrighted material contained herein. They are the rightful property of their respective creators and associated companies. I make no profit off of this whatsoever and have no intention of changing this at any point in the future. I write fanfic because it's fun and because there are those who enjoy my work. Therefore I would appreciate it if no legal action were taken against me. I can assure you that whatever you managed to get from me wouldn't even cover a tenth of your legal fees.

_**Unknown Location Beneath Soul Society, One Hour Later, Nemu's POV**_

"I have returned with the samples you requested, Mayuri-sama," Nemu said as she entered the darkened room furnished with a variety of scientific instruments.

"I can see that, you feebleminded fool," came the contempt-filled voice from the far corner. "Bring them here! Quickly!"

Ever prompt in obeying the orders of her creator, she brought the container filled with the reiatsu and tissue samples the spy bugs had acquired during the recent testing of the four prototypes. As soon as her master had sensed their arrival in Soul Society, she'd been ordered to don Mayuri-sama's own variation on Urahara Kisuke's reiatsu-concealing fabric and acquire samples. It hadn't taken her long to arrive at the testing area and, once satisfied that her presence had not been detected, she'd activated the bug-sized drones. Once that had done, she had focused on observing each of the specimens in turn, knowing that her master would want a detailed accounting of what had occurred.

Placing the container on the open space on the table that the former captain of the 12th division had indicated, she stepped back and awaited his next request. Indeed she had given quite a bit of thought as to what the future would hold for the two of them now that they had lost their positions in the Gotei 13. They were very likely considered wanted criminals and were being hunted as such by the various divisions and the Onmitsukidō. While there were no shortage of hidden laboratories and safe houses where her 'father' could hide, it was inevitable that they would all be found sooner or later. That left escaping into the mortal world or establishing a base in some obscure dimension that existed between Soul Society and the living world. No doubt her creator would find it infuriating that a scientist of his caliber needed to hide from his intellectual inferiors and would make it a goal of his to create a means by which he could gain revenge on them all.

Her purpose, as always, would be to assist him in any way that she could.

It was fifteen minutes before Mayuri-sama would finish reviewing the samples she provided and, if the gleeful chuckling was anything to go by, he was pleased by what he'd learned.

"It is truly amazing what my brilliant mind is capable of!" he declared before turning to her with a smile on his face. "I can even surprise myself from time to time!"

"Then they have exceeded your expectations, Mayuri-sama?" she asked in a respectful manner.

"Indeed! The one created from Kenpachi's genetic material is already at 65% of his father's level of spiritual strength without even achieving shikai," he replied as though it was obvious. "If my calculations are accurate, then once he releases his zanpakuto, his power level should double and, should he achieve bankai, that level will double as well."

"Most impressive, Mayuri-sama," she stated, genuinely impressed with what her creator had achieved.

"Of course it is, you dimwit! The others are equally impressive, although there is a small anomaly in Soi Fon's progeny that I had not anticipated," he snapped before becoming a bit introspective. "Still, it could prove most interesting. I only need to conceive of the right stimulus to enhance the unknown component in her reiatsu and the truth should be quite easily discernable."

"Is that wise, Mayuri-sama? With the entire Gotei 13 searching for you?" she asked gently, pointing out that continuing with his efforts could lead to his capture.

"You dare question me!" he yelled before backhanding her hard enough to knock her to the ground. "You useless woman!"

Reflexively pressing a hand to the spot on her face where she'd been struck, she lowered her eyes, feeling bad that she had spoken out of place towards the one who gave her life. It happened from time to time but always unintentionally since she only ever wanted to be something he could be proud of in some way. With each failure, though, her hopes of that coming to pass grew dimmer and dimmer until lately she could barely see their light or feel their warmth.

"Even with the few among them of minimal intelligence, it will take weeks before they find this location," he said with contempt as he turned away from her. "Even should they discover it, the traps and defenses spread out around it will provide ample warning. They are ignorant fools and nothing more!"

"Yes, Mayuri-sama," she said as she rose back to her feet so as to be better prepared for her next orders.

For hours she stood there, silent, waiting for her next set of orders to be issued so she could once more be of use to her creator and perhaps meet his expectations of her. She knew not how much time had passed before he finally turned his eyes to her but she knew by the look in his eyes that he now had a mission for her to complete.

"Nemu! You will take these four injections and administer them to my creations. If those fools refuse to accept my brilliance, then I will not permit them to reap the benefits of it. Do not fail me."

"Hai, Mayuri-sama," she said as she took the case containing the four injectors before turning to leave the underground laboratory.

Navigating through the various countermeasures that had been installed for a hundred yards in every direction around the hideaway, she quickened her pace as soon as she cleared them. Using every method of stealth that she had been programmed with, she began to calculate where her targets would be at this point and what the most efficient order was to administer the injections.

She would not fail her creator in this.

She would **not,** even if cost her her **life!**

_**4**__**th**__** Division Barracks, Evening, Xander's POV**_

_Well, I can honestly say for a fairy spirit mother Unohana is pretty nice,_ he thought as he walked down the hallways of the barracks. _Definitely a step up from Jessica but, then again, I'm pretty sure that some machine with a series of preset responses could beat her in a mother of the year contest._

Yeah, it was safe to say that when it came to Jessica Harris' parenting skills, they were more like a vague afterthought rather than a traditional set of rules that had been handed down for generations. By the time he'd hit his teens, he'd consider it remarkable if she managed to remember to do something motherly more than three times a year. Indeed that was the highest she ever soared as a mother and so it was little surprise that when Joyce Summers entered his life that he began to look to her for the emotional support his mother was incapable of providing.

Spending a couple of hours with Captain Unohana, though, made him take a definite shine to her and actually had him thinking about what his life would've been like if she'd been there from the beginning. Would he still have met Willow? Would he have such a drive to prove himself better than Tony Harris? Probably. Maybe. That was pretty much why he was out wandering the halls of the 4th division barracks while the others were settling into the beds they'd been provided while the people in the white coats draw up their class schedule for the next while. Now that things had slowed down a bit, he was able to think on what he'd learned so far and kinda plan where he'd like things to go from there. Oh, he knew the immediate future would be him and the others learning how to use their spiritual energy properly and how to restrain it so that they wouldn't need Giles' bracelets and necklaces. He was actually looking forward to learning some new tricks from the people who were probably experts on the subject.

_If what that glasses guy did to Willow is any clue then being able to fire lightning bolts from my fingertips is a definite possibility,_ he thought as he passed one of the people who worked for his 'Mom'. _Maybe I can do a good guy version of the Emperor when it's all over with._

The people here certainly wore enough black that he could probably put together a decent enough imitation of Palpatine's Sith robes but, then again, he didn't want to tempt fate and go evil.

The only thing he really wanted to do aside from some magic was figure out how to transform his zanpakuto just like Willow and Buffy could. He'd talked to Willow about it and she'd said learning the name of the spirit that existed in the katana was the key. With that in mind he'd made several visits to his own personal Khazad-dûm to speak with the dragon lady and the shadow wolf that embodied the spirit of his sword but, no matter how many times they tried, he could never get their names. He either got gibberish or odd sounds that did nothing to convey what he needed to know. Dragon Lady figured it had something to do with his lack of spiritual development and the shadow wolf gave off the impression that it thought he was just a simpleton.

Only time would tell which of them was right.

As he passed the various rooms that lined either side of the hallway, he took the occasional glance inside but found that most of them were empty. However it was as he reached the halfway point of the eighth hallway that he looked into a room to find a sight that stopped him in his tracks: Lying in a bed with some kind of mask over her mouth and the bed sheets covering everything below the shoulders was a small dark haired girl. She looked to be about the same age as him physically, if a bit younger, but he got the idea from others that looks didn't mean much here. From the way they talked about time fifteen years might as well have been fifteen days for them and someone who looked to be in their forties could very well be in their four hundreds. So this girl could actually be as old as Mrs. S back in the living world for all he knew.

Nevertheless, while his mind knew this, his heart and his soul could only see someone who'd be at home sitting next to him in school or walking through the Sunnydale mall shopping for clothes.

Walking into the room, he began to wonder what had happened to her but, seeing as how he didn't have a PhD to his name, he could only make a civilian diagnosis. Most of the damage seemed to be to her torso and, if she needed some kind of mask over her mouth to breath, then it'd be a safe bet that there was damage to her lungs or the muscles needed to breathe. He didn't know what kind of weapon could do that but if it was a sword like his zanpakuto then he'd put money on impalement and he didn't like the image his mind came up with.

He didn't like the image of some asshole running a cute girl like this through with a sword.

"Oh! I didn't see you there," came a female voice from behind him.

Turning his head, he saw that a nurse had stumbled upon him and for a moment he wondered if he was somewhere he shouldn't be.

"Yeah, sorry about that. I was just walkin' around the halls thinking and found myself here," he said, turning to face the young woman with his lopsided smile firmly in place. "If you don't mind me askin', who's this? It's just not right for a cute girl like this to be so banged up."

For a moment it looked like she wouldn't tell him but then a look of fear entered her eyes and discomfort in her body language. This surprised him a bit but then he remembered that the only other person she probably knew with an eye patch was his 'Dad', so it was somewhat understandable for her to react like this. Though he had to wonder if it was looks alone that made her react like this or if the man with the same eye wear as him acted in a way that warranted such a response.

"S-she's Lieutenant Hinamori Momo of the fifth division," the nurse replied, having a hard time looking him in the eye. "She w-was badly injured by former fifth division captain Aizen Sosuke and is currently undergoing extensive internal reconstruction and regeneration."

"Wait! She was put in here by her own captain!?" he exclaimed, unable to understand. "Why!?"

"I-I-I don't know. T-They're still investigating w-what happened," she replied with a start as the fear in her eyes spiked.

Knowing he'd probably get lectured if he didn't do something, he did his best to put on a friendly face and reigned in his reiatsu in case it might be freaking her out without knowing it.

"Well I hope they kick that sonuvabitch's ass when they catch up with him."

This seemed to calm her somewhat making him think she had similar opinions of the traitor but she still looked intimidated by his resemblance to his 'Dad'. Given that she might have something to do with Hinamori's treatment, he figured it'd be best if he just moved along since he didn't want to do anything to cause the young woman to make a mistake.

"Well, I'll move along and let you do your job. Goodnight."

"G-goodnight," the Nurse stated with a slightly trembling smile as he passed by her.

_I seriously need to get people around here to stop seeing me as a mini-Zaraki Kenpachi,_ he thought as he continued his wandering of the hallways. _Not much I can do about the eye patch but maybe if I got a new hairstyle or wore something 'Dad' wouldn't be caught dead in they'd stop seeing me as a copy of him._

The hairstyle might be possible since apparently his spirit body had longer hair but he'd have to ask someone where the local hairstylist was in Soul Society. As for clothes, he hadn't seen any real big difference between the shinigami except for that one captain who wore that pink kimono-thing with flowers all over it. That would definitely set him apart from **the** Zaraki Kenpachi since there's no way a guy who lived for fighting would be caught dead wearing something so unmanly. Personally he saw it as Japan's equivalent to Hawaiin shirts and so he wouldn't have as much of a problem wearing one if he had to. True, he'd try to make it a little less girly and a bit more manly but it'd be the same basic concept in the end.

Still, they'd be spending some time in spirit school soon so he'd probably have to wear some standardized uniform or something, so the best he'd probably be able to manage was a new hairstyle. Maybe a pony tail samurai look? Or maybe a Neo the One haircut?

_Man! I need some serious sleep if I'm actually putting serious thought into my hair like this,_ he thought, shaking his head to clear it of the nonsense.

With that thought he began to move back towards the room he and the others had been assigned to get some sleep. He didn't have any idea how early he'd have to get up but, knowing his luck, it'd definitely be earlier than he'd like and, because he was a 'guest' here, he wouldn't be able to complain or ignore them.

_Good thing it'll only be for a month or so,_ he thought, remembering what he'd heard the old man say about how much time they had to spare teaching four people who dropped outta nowhere.

He didn't even want to think about the possibility of having to get up early **every** morning for the rest of his life because that would be a fate worse than death, right behind being locked in a room with Snyder and watching someone scarf down an entire truck filled with Twinkies while being tied to a chair and forced to watch.

_**4**__**th**__** Division Barracks, Residential Section, Buffy's POV**_

_Going from one school to another,_ she thought as she laid back in the bed she'd been provided along with the others. _At least this one has subjects I can actually get interested in._

Not that she was as psyched about it as the others were.

For her this was just a more thorough bit of training like what Giles had taught them so that they could control their spiritual energy better. Once that was done they'd go back to Sunnydale and everything would be more or less the way it was supposed to be for the four of them; normal teenage lives mixed with the odd bit of slayage when it couldn't be avoided. She was no longer the Slayer so she no longer had to sacrifice her own wants and desires to 'save the world' like she had for the last three years. True, she'd have to dye her hair from here on our or tell others that her new shade of blonde was a new look she was trying but that was a minor thing to her. Xander didn't look all that different in his spirit form so she doubted that anyone back in Sunnydale would notice him being a bit taller with a bit longer hair.

No, the two people who'd likely have the hardest time would be Willow and Cordy.

With Cordy… to say that the socialite would have to adjust her wardrobe would be something of an understatement. With a larger rack (something she thought was **so** unfair since her own was about the same) and unruly hair, it would take some significant preparation in the morning to keep people from suspecting something. She'd already spotted Cordelia making up a list of the hair care products she'd have to get to whip her hair into the desired shape but, as for the other thing, all she knew was that Queen C was dreading the back aches to come.

Willow, on the other hand, would have both skin issues as well as eye issues, neither of which would be all that easy to hide or overcome. Having coffee and cream skin was not something they'd have an easy time dealing with since, without expert makeup artist, it'd be almost impossible to paint the exposed parts of her skin just right. Add to that the purple hair and the eyes and you'd have not only hair dye added to the list but also contact lenses. True, Giles could come up with some kind of spell that could hide the truth but, with all the wackiness that the Hellmouth produced, there'd be a question of reliability.

Still, the return to Sunnydale and the lives they had there was something that would come after they'd finished their training here and it sounded like it'd take at least a month. Some silver haired girl with a skyscraper body had already dropped off the uniforms they'd be wearing while attending this shiny gimme school and she had to say that she wasn't all too thrilled with them. While the colors were fine, the way they'd been put together with the parachute pants and weird wide-sleeved tops made her wonder what century the designer was trapped in. Sure, she knew the whole place had a samurai theme going for itself but there was such a word known as 'restraint' and she was fairly sure the people in charge knew what the word meant.

Then again she was from a country where the only kinds of schools that insisted that students wear some kind of uniform were high class academies for rich kids. In Japan, the country that Soul Society based everything they had on, though uniforms were pretty much a given or at least that's the way it looked to her the few times she'd gone off to slay some Hollows.

_I guess I can put up with it for a month._

She had only just closed her eyes when a feeling of danger pinged on her senses that caused them to snap open immediately. On instinct alone she rolled right off her bed and, judging from the sudden protest of the mattress springs, it had been the right move to make. Down on all fours on the bed was a purple-haired young woman clad in an unusual form fitting outfit and holding a needle of some kind in her right hand.

She was about to ask the crazy woman what she thought she was doing when the needle wielder blurred out of sight, only to reappear with the free hand inches away from locking around her throat. Realizing right at that moment that she wouldn't be able to match the crazy lady in front of her in terms of speed, she chose to go with a move that had saved her in the past. Instead of trying to free herself, she focused on the hand with the needle in and tried to judge it's speed and angle of descent absolutely correct. Just as it passed the two inch point from her shoulder, she shifted her body as best she could and watched as the needle pierced the wall rather than her. Then, not wanting to give her foe a chanced to wind up for another stab, executed a palm thrust aimed at the woman's wrist and, when the sharp pointy piece of metal broke off the needle, she had to grin a bit at the success.

"Ooops! Looks like I broke it," she said with false regret in her voice. "Guess you're gonna have to come back tomorrow."

"Not quite," the woman said softly before she executed a knee thrust that couldn't be dodged.

Gasping for air, it was something of a shock for her to watch the needle grow a new point like clicking the lead out on one of those plastic pencils. That was **so** cheating! However, even if that was the case, it didn't change the fact that round two was about to begin with Mr. Needle and she needed at least five more seconds to get clear of it. It might've been different if she'd been hit someplace else or had some way of using her spiritual energy to absorb the impact but, as she felt the sharp piece of metal pierce her skin, she found her thoughts turning to her mother. Whatever was in the needle wasn't likely of the good and that meant something either that'd kill her or make her wish she'd died.

_Looks like I screwed up, Mom, _she thought as she felt some unknown substance enter her body. _I hope you don't mind if I ask them to lie about how I died. Better you hear some sweet lie then what's probably going to be the nasty truth._

She did not have long to wait for the effects of the injection to show itself because seconds later she began to feel her reiryoku chaotically surge throughout her body. At first it was merely seriously uncomfortable but, as her body began to react to the maelstrom of energy within her, it began to protest being pushed around in so many different directions.

It chose to voice this in the form of **pain**;pain that caused her to cry out, pain that caused her body to fight her mind every step of the way and pain that caused her control over how her power affected the area around her to **shatter**.

Her knowledge of the world around her was pretty much cut off by the haze of chaos and the entirety of her focus was being focused on returning order to her being. She tried numerous ways of doing so but, no matter how hard she tried to give form and structure to the forces within her, it all turned to sand in the wind within seconds of it taking form. Over and over again she tried to fight against the growing destabilizing force within her but each time she tried to, the delay before it was swept aside grew shorter. It got to the point where she was willing to accept just about any suggestion, any plan, that could save her from the whirlpool of chaos.

A hand in the storm was what she sensed next.

She could feel power coming from it, strength far greater than what she'd been able to muster so far, and so without hesitation she reached out for the hand, clamping down on it with everything she had left.

She had no idea how much time passed between when her grip was established and what happened next but as she felt the pain numb she found such things didn't matter. All that mattered was that an unknown person had appeared before her with clearly hostile intentions towards her and perhaps her allies.

That meant she knew who the enemy was and with that piece of information everything else fell into place giving her resolve enough to push back the chaos.

She had a target: the woman before her who was a threat to both her and her allies.

She had the means in the form of the power she could feel pushing back the storm with every second that passed.

More than that she now had a goal that was as simple as it was final.

She would kill the purple haired woman before her.

_**Coming Back From the Bathroom, Willow's POV**_

"That felt good," she said as she walked back with Cordy to the room they'd been assigned to.

"Yeah. Even though this place looks like it's stuck in samurai mode, the baths almost make me not mind," Cordy said with a half-smile on her face. "Now if they could get American TV and put a decent mall somewhere close by, I might consider moving here."

"Moving here? What do you mean?" she asked with confusion as she looked at busty socialite. "We're just here until we learn how to control our power then it's back to Sunnydale."

"Please don't tell me you're that thick!" Cordelia exclaimed with a roll of her eyes. "They've just found out that we're the test tube children of six of their top people and that we have enough power that they want us properly trained. You honestly think they're gonna give us a few classes then send us home with a 'have a nice day'? Not likely."

She wanted to deny Queen C's words but her academically inclined mind quickly pointed out that the young woman had a point. This was one helluva bomb to drop on them and, seeing how important her 'parents' were, it'd be the equivalent of several members of the president's senior staff suddenly finding out they had kids. It wasn't something that could just be swept under the rug and forgotten about within a couple of days. Still, if she had a good grasp of how things worked, the Gotei 13 couldn't really do anything to mess with their lives. The shinigami were only meant to kill Hollows and help spirits cross over, so interfering with the lives of the living she was pretty sure was against the law for these people.

_So until me and the others kick the bucket for real, they can't touch us, _she thought as her mind began to drift towards that possible future.

Would she even wind up here when she died? Or would she go straight to heaven?

She was about to ask the rich girl what her thoughts on the subject would be when the air around her began to dance and a familiar spiritual energy touched her senses.

"Buffy!" she exclaimed before she ran down the hallway towards the location of the power.

She wanted to get faster but didn't trust the trick she'd used during her the sparring test to get her where she needed to go without unnecessary damage to both body as well as property. Fortunately, though, she and Cordy had been more than halfway back to their room so it didn't take her more than two minutes to arrive at her destination.

What she saw when she got there though caused her concern to evolve into significant worry since, standing in the middle of a demolished room, was Buffy but not the Buffy she remembered leaving less than an hour ago. Standing in the middle of a whirlwind of spiritual energy with ominous black and purple electricity appearing at random within it was her friend but with differences enough that anyone would be able to tell something was the matter. It was almost exactly like the alternate form her friend had taken near the end of the fight outside the factory when she somehow managed to push the Hollow back on its heels for a good long while.

There were differences, though, and not for the better.

The first was the fact that, at the factory fight, her skin was merely unusually pale while not reaching the point where it'd be better looking on a corpse. Now, though, she'd say that the California blonde's skin was almost chalk white and almost made her consider the possibility of white face paint except for the fact that she could see no signs of hasty application or normal colored skin. Face paint might've been reasonable if it'd just been applied to skin that wasn't covered by clothes but there's no way that Buffy could've done her entire body professionally to this degree in the time since she'd last seen her friend.

The second difference was that the eyes of her friend had not only changed to a seriously faded mustard yellow in color but, unless her eyes were deceiving her, crackles of the same black and purple electricity occasionally escaped the corner of her eyes.

When combined with the decidedly diluted shade of blonde that the teenager's hair had taken on, it was clear that something had backed her friend into a corner to the point where the change from the factory fight had happened again. Given how Buffy had fought the Hollow outside the factory, though, this had the potential to be a very bad thing given how the blonde had ignored all but potentially impairing or lethal attacks. While they might be okay seeing as how they were in some sort of hospital, she still didn't like seeing her friend get thrashed no matter what the reason.

"Buffy? Are you alright?" she asked, trying to figure out what sort of frame of mind her friend was in.

"I am fine for the time being, Willow," Buffy replied with a cold voice, one completely lacking emotion. "However you shouldn't be here. This woman means to hurt us."

For a moment she wondered who her friend meant but then she noticed a purple haired young woman in formal business suit version of the usual shinigami uniform. The stranger looked like she'd been thrown into the wall and there was a slight trickle of blood trickling from the corner of her mouth but otherwise look unscratched. Looking about the unknown person's body, she tried to see how the woman could be considered a threat and that was when she spotted the empty needle in the right hand.

_Did she inject Buffy with something?_ She tried to piece together what had happened, _If she did then I need to get Unohana-teichou here quickly._

She was about to turn to do just that, she figured there'd be little she could do against someone capable of overcoming Buffy long enough to stick her with a needle, when the purple haired woman vanished with a blur. For a moment she thought that the intruder had fled but when Buffy blurred at roughly the same time she found out she was wrong as the pair reappeared violently with the latter having executed a powerful punch to the enemy's gut. Caught between the wall and a merciless fist, it was unsurprising that the woman cried out in pain but then a look of desperation appeared in the attacker's eyes. With surprising speed Buffy's attacker managed to get out from between the former Slayer's fist and the wall before delivering a roundhouse kick aimed at the blonde's head. Her first female friend though managed to block it with equal speed before executing a thrust kick that was no doubt meant to send the intruder into yet another wall. This attack was also blocked but the force behind it was enough to cause the purple haired woman to skid backwards more than a few feet until the transfer of energy exhausted itself.

"Surrender and I will make your end quick," Buffy stated in a way that chilled the blood of all who heard it.

"I am afraid that I cannot do that," the intruder replied with strained resolve underlying her gentle voice.

"Then pray that the blow that brings you death comes swiftly," Buffy said before blurring once more with a cold intent to kill in her voice.

For a moment she could only catch glimpses of the fighters when they slowed down enough for her eyes to follow but then, when the window on the far side of the room shattered, she knew that the fight had been moved outside. Running over to the window, she found that Buffy seemed to be having more difficulty with her foe now that there was more room available for utilization by both sides of the fight. Indeed it soon became clear that, while her blonde friend had been capable of holding her own in a closed environment like a room, the same was not the case for an open courtyard. Before long she realized that unless something happened soon, Buffy would taste defeat and as for what happened after that… she didn't even want to think about it.

Thankfully some higher power had decided that enough was enough.

"That will be quite enough of that, former 12th division lieutenant Kurositchi Nemu," came a calm yet firm voice to the right of the battle.

Turning, she saw one Captain Unohana of the 4th division standing less than thirty feet from the battle zone and next to her was the grey haired lieutenant Kotetsu Isane. The appearance of these two caused the former lieutenant to pause in her efforts but Buffy wasn't deterred in the slightest as she once again went on the offensive.

The blonde didn't get very far though.

"Bakudō # 9: Hōrin!" declared Lieutenant Kotetsu as she pointed both her right index finger and middle finger at Buffy, discharging a tendril of orange energy encircled with yellow patterns.

With all the speed of a serpent, the tendril struck wrapping itself around the attacking Slayer, pinning the blonde's arms to her body. While no emotion like frustration or anger existed on the bound blonde's face, she could tell from where she was that her friend was indeed trying to break free. Remembering what she'd learned from Giles about what could happen to a person who tried to force themselves free from a spell on pure strength or will power, she moved to try and calm the former Slayer down.

"Buffy! It's okay. Captain Unohana's here and there'll probably be a few more here any minute!" she said with a bit of emotion to get through to the teenager. "It's over. Calm down."

It was almost impossible to make out what was going on in her friend's mind with emotion removed from the equation but, as the blonde's breathing slowed, color began to return to her skin. As the discharges of black and purple electricity faded from sight, the normal hazel eyes replaced the pale yellow ones. Finally it was when the familiar twinkle of emotion that that could only belong to one Buffy Anne Summers returned that her hair went back to the color it'd been an hour ago.

"Willow… I don't feel so good…" Buffy said as she dropped to her knees, looking like she'd run a marathon with bricks tied to her feet.

"Don't worry. Captain Unohana will figure out what happened," she said as she watched the bands of energy fade away. "We have the person responsible so—"

She was just about to say more when a surge of spiritual energy caused her to looked immediately at the intruder, only to find a blur in the woman's place that vanished a second later.

"Dammit!" she growled before preparing to use all of her spiritual energy to boost her speed so that she could pursue.

"There is no need to pursue her, Willow-san," Unohana-teichou said with her usual serene manner.

"What do you mean?" she asked, unable to comprehend how pursuing the person that had harmed her friend.

"We anticipated that something might happen and prepared ourselves accordingly," Unohana replied with a slightly feral grin.

_**Suì-Fēng's POV**_

"The target is fleeing as anticipated," she said as she watched the subordinate of a monster leave the 4th division barracks. "Begin pursuit but do **not** be detected."

"Hai, Suì-Fēng-teichou!" declared the team of fifteen spec op members.

Then like shadows they pursued the person that they believed would lead them to their primary prey and she would not tolerate failure at this point.

For days she'd led her subordinates in their search of Seireitei, for the place where the monstrous former captain was hiding only to come up empty each time. Oh, they had successfully managed to find several hidden labs but none of them had seen use any more recent then four or five months ago. The only useful information they'd managed to uncover was that the piece of filth that had dared wear a captain's haori liked to put a layer of traps around his labs. Some were purely technological in nature while others were completely based entirely on kido but all of them were good at fulfilling their assigned purpose. Most were meant to kill while others were meant to immobilize or disorient. So far she'd lost eight subordinates to Mayuri's machinations but this had only compelled her to increase her efforts to find the one responsible.

It was earlier today though that a plan was hatched that had the most promise of all the ones she'd heard of so far.

During a meeting with the remaining captains of the Gotei 13, it had been the opinion of the captain-commander that with the arrival of the four offspring the odds were high that their creator would make a move. That move would be to either reclaim what he'd created or make sure that those the maniac deemed 'ungrateful' would not be able to use them to their benefit. While none of them expected that the monster would appear himself, they were near certain that he would send his lieutenant out in his place. When this did happen they would covertly pursue the 'woman' back to where her master was located and finally put an end to this pursuit once and for all.

That was why she'd brought only those subordinates who showed exceptional skill at covert pursuit.

Darting from shadow to physical obstruction, she tailed her prey making sure that she wasn't seen every step of the way. The fleeing pattern of their target was complex but it did not strike her as an indicator that the former 12th division lieutenant knew she was being followed. It was far more likely that this was standard operating procedure for her when the time came to return to her master after a mission. A wise precaution when you didn't want the enemy to learn the location of your primary base of operations but it was based on the premise that the pursuers could be lost in the first place.

That would not happen here. She'd make sure of it.

It was no less than twenty-five minutes later that it all came to an end with the removal of a tile in the street and its subsequent replacement once the criminal safely dropped into the tunnels below. For a moment she considered the possibility that another complicated evasion pattern would be put into effect using the tunnel network but then decided against it. While she had little doubt that Mayuri had done a thorough enough job training his 'daughter', she doubted that it would be anything that took up more time than had already been expended.

"Send word to the other captains," she ordered her swiftest subordinate. "We've finally found the abomination's lair."

"Hai."

"The rest of you encircle the area and let nothing escape," she ordered with a cold voice that left no room for understanding or mistakes.

With a nod of acceptance her team shot off in different directions with the intent of isolating it from the rest of Seireitei and making sure nothing slipped through their nets. She would wait fifteen minutes for the others to arrive before attempting to breach the lair of the monster herself. Not only because she believed that giving the man time to muster his defenses was a mistake but also because she doubted she'd be able to hold back for very much longer. The mere thought the man responsible for the violation of her very being and the utilization of her essence with **that** man's taint was… intolerable on a level she could scarcely articulate. She wanted nothing more than to tear the bastard responsible into tiny pieces but she was a member of the Gotei 13 and a captain. She had a duty to perform and responsibilities that could not be cast aside no matter how much she might want to.

That was what she kept telling herself, anyway.

She believed that she had about another fifteen minutes before those words ceased to be effective and that was an optimistic estimate. A pessimistic one put her tossing aside her restraint in less than eight minutes.

As she thought about what would come after this mission, however it turned out, her mind turned to the result of the foul monster's experiment. Four teenagers who, from what she'd been able to tell, had power equal to a third or fourth seat in any division and only lacked instruction in how best to use it. As far as her personal opinion on the four was concerned, she was somewhat conflicted between her position as captain of the 2nd division and her position as a woman.

The captain in her saw the potential benefits of having four more powerful shinigami on their side for the coming battle against the traitor Aizen and his party. It would mean four more people who had not seen the man's shikai and therefore could not be fooled by any illusions they might cast in an effort to manipulate the battlefield. If they could be pressed hard enough, it was feasible that they could be brought to the level of a skilled lieutenant or third seat in time for the battle. Not enough to kill the traitors but perhaps enough to distract or even wound him enough so that the one that was capable of slaying him could execute the deathblow.

The woman, in her though, could only see how she'd been violated and used to satisfy the unnatural curiosity of a monster in the form of a man. She knew for the most part that there was nothing the four could've done to prevent their own creation but nevertheless she couldn't help but see them as monuments to what the man had done. The woman in her wanted them gone from her life and steps taken to ensure that they never crossed paths again, even if they should die.

Realistically, though, she knew that the choice would be taken out of her hands and be made by the commander-general in the end. With the deaths of the Central 46, there was no one person who held more power than the captain of the 1st division. The heads of the four great noble family's might be able to exert some measure of influence but in the end the old man would be the one to make the big decisions until a new Central 46 was selected. She could not claim to know the inner workings of the captain-commander very well but, during the time she'd been captain, he'd always struck her as being quite practical. He would make his decision by weighing the benefits against the costs before deciding in a way that would match 'the justice of the world' that he believed in so strongly.

How well that would go over with the remaining captains was anyone's guess.

Whatever it was, she would abide by the decision so long as the monstrous mastermind behind it all was brought to justice in the end.

And if he escaped justice somehow, she would seek him out to deal out her on brand of justice.

_**4**__**th**__** Division Barracks, Treatment Room #5, Xander's POV**_

"Will she be alright?" he asked, looking at the sleeping form of his friend.

It'd taken him so long, TOO LONG, to get to the scene of the fight after he'd sensed Buffy's spiritual energy soar and by the time he had it was all over with. Buffy had lost consciousness and, at his arrival, Unohana-teichou had asked him to carry the former Slayer inside so she could be examined and treated. He hadn't hesitated and within minutes the head of the hospital was doing her thing and now hopefully they'd find out the truth of what had happened. Willow had filled him in during the examination, about how the former lieutenant of the 12th division had attacked Buffy, and that this had somehow triggered a repeat of the transformation that had happened at the factory. He didn't like that bit considering how unconcerned Buffy had been while transformed about incurring damage. Hopefully in Soul Society they'd be able to figure out what the hell was going on and cure it because, if they didn't, it was only a matter of time before Buffy took a fatal amount of damage.

"From what I can determine, the substance that Nemu-san injected into Buffy-san's body has been neutralized for the most part but I am uncertain as to the cause," Unohana-teichou replied after stepping away from the bed. "There is a peculiar residue of reiryoku in her system that could be responsible but it has decayed too much for me to be certain. In any case, I believe that all she requires now is a few hours of rest and she will be fine."

He and Willow let out sighs of relief at this but Cordy… he was pretty sure he'd seen a look of concern in the socialite's eyes but then again it might've been his imagination.

Hearing the door to the room slide open, he turned to see lieutentant Kotetsu standing there with a look of urgency on her face that could only mean that business had picked up once more.

"Unohana-teichou! They've located Kurotsuchi-san," Lieutenant Kotetsu declared with energy. "2nd division has isolated the area from the rest of Seireitei. Soi Fon-teichou has sent out messengers to the other captains to converge on her location."

"Thank you for this information, Isane," Unohana said as a decidedly hostile look appeared in her eyes. "I shall leave at once. I shall leave things here in your care."

"Hai, Unohana-teichou," Lieutenant Kotetsu said with a formal bow of respect.

"Looks like I might get some exercise tonight after all," he said with his usual lopsided grin, albeit with an edge to it.

"Oh?" Unohana-teichou asked with a mystified look on her face. "How so?"

"By going with you after this Mayuri asshole of course," he replied as though it was the most obvious thing. "I've got a bone to pick with him and it's seriously pointy."

"That would not be wise. While you do possess considerable reiryoku, you are untrained and would be completely unprepared for the battle that is likely to begin soon." Unohana-teichou pointed out with a warning tone in her voice.

"Well, you know they say that experience is the best teacher." He was not going to back down from his desire and it showed. "Besides, if I'm there, the idiot might actually open the front door for us."

This seemed to be insufficient to sway her even though he'd been serious when he'd proposed that Mayuri might actually let them in without trouble. The guy was a true mad scientist and a cocky asshole as well, so it was inevitable that the bastard would trip up sooner or later.

"I'm sure if we stay behind the rest of you there won't be a problem," Willow said, coming to his aid just like always.

"Very well. However you will remain well back from the fighting and obey every order you are given. Understand?" Unohana-teichou asked with a voice that implied this was the only deal she'd agree with.

"Not a problem," he said with a nod of acceptance regarding the terms before turning to Cordy. "You coming or staying?"

"Gee! Come along to a place where there'll be explosions, blood and pain or stay here," Queen C said with mock consideration before sitting down in a chair by Buffy's bedside. "I'll stay here in case things change with Buffy. They'll probably drag your sorry butts back here after anyway."

He just smiled at this knowing that she was showing her concern as best she could without giving up her status as a rich girl in the process.

"Then let us be off." Unohana-teichou said, leaving the room at a brisk pace.

Following her, Willow taking up the rear, they made their way down the hallways of the barracks before exiting into open air. Unohana sped up considerably from there, forcing him to channel his spiritual energy towards increasing his speed and, when she took to the tops of walls or buildings, he sent some energy to increase his strength. It was a little tricky since both were covered with tiles but he managed to keep up without losing his footing but he was pretty sure he looked like quite the amateur. When he landed on a rooftop that was flat enough for him to risk it, he looked back and smiled to find that Willow was keeping up and looked like she could overtake him if she wanted. It made him wonder just how fast she'd be once she had someone to train her in how to increase her speed properly. He might even sit in on a few lessons to see what he could pick up because he'd learned the hard way that power doesn't mean anything if you don't have the speed to keep up with your target.

_I hope they don't have another Snyder running this spirit school of theirs or it's going to be Sunnyhell High School all over again,_ he thought as they continued to head towards their goal.

It was about ten minutes later that he spotted what had to be their destination point since he could see six white coats on the roof ahead along, with an equal number of people without. It didn't take him long to figure out that it must be the other captains and their lieutenants. This reassured him that the asshole wouldn't get away because, with this many powerful people arrayed against him, there was no way he could handle them.

"My, my! You brought them along?" asked the man with the Hawaiin coat.

"They wished to be present when Kurotsuchi Mayuri is apprehended and have promised to remain behind the frontlines," Unohana-teichou replied politely as she walked to the edge of the roof to survey the scene below.

"Hah! Couldn't stay away from a fight, eh?" his 'Dad' asked with a toothy grin.

"Well, a guy can only take so much rest before it gets boring," he replied with his own toothy, lopsided grin. "Besides, I figure once you've beaten the psycho maybe you'd let me see if I can stab his heart blindfolded. Might take a while but it's not like he'll have anything better to do, right?"

"Not likely!" Kenpachi declared with a full smile that showed he approved.

"Kurotsuchi Mayuri will be captured, tried for his crimes and punished," stated the twelve year old captain, trying to sound all adult. "That will have to suffice for your retribution, Xander."

"As long as you toss him in the deepest hole you've got, it's all good," he said, letting his grin go and replacing it with a look of seriousness.

"I've already made sure that his old cell in the maggot's nest has been prepared," Buffy's 'Mom' said in a tone that implied she'd throw the bastard in herself.

"Sounds like just the right place for him."

"Has there been any sign that he has detected us?" Unohana-teichou asked after finishing her appraisal of the area.

"None. However it's more than likely that he knows we're here but simply doesn't care," Soi Fon-teichou replied with a growl at the arrogance of her target.

"Good for you then. The more cocky he is, the more mistakes he'll make," he said, finding the proposed possibility encouraging.

"Let's hope so," she said before a man dressed like a ninja blurred into existence next to her.

"Everything is in place, Soi-fon-teichou!" the man reported professionally, without looking up at his superior officer.

"Good. Begin the assault!" she declared before disappearing in a blur of her own.

_I have GOT to learn that move! _he thought with his inner fanboy unable not to compare it to super speed.

One by one the other captains and their lieutenants pulled a similar vanishing act, with only Unohana staying behind to look after him and Willow. As a group they leapt to the ground and soon found that one of the slabs of stone that made up the streets had been pulled up to reveal a ladder leading down to what had to be the sewers. Following the kind woman who was his spiritual mother into the darkness, he couldn't help but think about how fitting it was for slime like this Mayuri guy to have a lab in a sewer.

_Probably likes the atmosphere._ he thought as he followed the captain ahead of him.

As they ran along, he could hear the sounds of battle already beginning, with the ground shaking a bit in time with thunderous rumbling echoing through the air. Obviously the others had either encountered the ex-captain or were having a bit of trouble with whatever traps or security measures had been put in place to protect the underground lab. Every second that the commotion continued, he was encouraged since it was the silence that often implied death whether it was for one person or many.

He hoped it stayed noisy right up until they finished pounding that asshole Mayuri into the ground.

_**The Underground Secret Laboratory of Kurotsuchi Mayuri, Main Control Room, Mayuri's POV**_

"You **witless WENCH!**" he bellowed as he struck Nemu hard enough to cause her to fly across the room and leave impressive cracks in the wall upon impact. "You have led them right to me!"

"My…apologies…Mayuri-sama…" gasped the feebleminded woman as she tried to get to her feet despite the pain.

"You think your apology is enough to undo what you've done!" he yelled before pointing at the various images on the large computer screen behind him. "All of my conventional escape routes have been occupied and I have not had time to finish implanting my upgrades! I should destroy you for this bungling!"

Indeed what he faced now was the worst possible of scenarios for if he did not work quickly he could very well be captured and forced to submit to his intellectual inferiors' brand of justice. If he had but thirty minutes more there was a chance he could implement one of his more unconventional means of escape. With all methods of fleeing the area by foot no longer available to him, he was forced to consider various portal generation methods of escape. Sadly he had not thought it necessary to have his own senkaimon installed in this lab since he'd already installed a means of overriding the main one used by the rest of the Gotei 13 should it have become required. Besides which his pursuers would find it all too easy to follow him if he employed that method and he had no interest in running for an extended period of time.

That left the prototype he'd developed in this very lab over a year ago that had required an extended period of time being exposed to a very specific wavelength of energy. He'd only remembered it when the mod soul he'd left in charge of this lab had given him an update on its progress upon his entering the room. According to his minion, the prototype was almost ready for use and merely required another twelve hours of exposure to the energy waves.

That left twenty minutes of exposure to the energy and ten to open a stable portal that he could pass through after setting the auto-destruct on the device. However, by his estimation, his foes would break into this room in twelve minutes, leaving him with decidedly less time than he required. Moving back over to the computer, he began to review the various security measures and traps that were still operational or had yet to be sprung by the enemy. According to his systems, a little over half of both had already been used, the rest dropping like flies as his former comrades either destroyed or disabled them.

_I need to do something quickly!_

It was then that a possibility reached him that could very well buy him the time he needed so that he could escape. Typing commands into the computer, he looked through the list of items stored at this particular lab and within minutes began to smile as he realized that IT was here. Investigating the item further, he was pleased to see that it showed no signs of deterioration and, if brought online, would still perform its function. True, it had something of a design flaw that he'd always meant to fix one day but for his present situation it no longer mattered. It would give him the time he needed to open a portal to safety and, if he was fortunate, end the lives of a few of those fools who dared to reject his brilliance.

"Nemu! Go to storage room four," he ordered in a tone that would not tolerate even the slightest disobedience. "There you will find a device I invented that will boost your combat abilities significantly. Once you've put the device within on, go and engage those fools approaching the lab. Do NOT let them get any closer! Do you understand, you mindless drone!?"

"Hai Mayuri-sama," Nemu said with an imperfect bow before leaving the room.

Snorting with contempt for his creation, he waited until he was sure that she'd gone beyond the range of her senses before leaving for a separate section of the lab. The woman's defeat was certain because, while his invention would enhance her combat abilities to a level where she could easily handle lieutenants and cause problems for two or three captains, there were still flaws in the design. However so long as she managed to keep them from advancing for at least twenty-five minutes, she could be reduced to a pile of smeared organic matter for all he cared. All that mattered was that he escaped so that he could plot his revenge upon the fools that had dared to let a pointless thing like morality control their actions when power and victory was within their grasp.

Leaving the main control room, he descended a nearby flight of stairs to a lower level of the lab and at the bottom he entered into a large room. It was not the size of the place that had his attention, though, but rather the device contained within the glass tube at the center. Even though it had not quite reached the level of readiness he required, the portal generator was still pleasing to his eyes and the energy that danced along its surface. Moving over to the controls, he began to go through what set up procedures he could but in the end what consumed most of his thoughts was where he would flee to once the portal was ready to be opened. The land of the living was not an option since it would be one of the first places that his foes would look and, even with the few of the places that could shroud his reiatsu from detection, his freedom would be fleeting.

It was then that a possibility present itself that compelled him to smile, compelled him to laugh and his mind to boggle at the possibilities both for scientific advancement as well revenge.

_Yes! That would be truly the best place to go!_ he thought as he began to bring up the dimensional co-ordinates. _With the developments taking place there as well the alliance that could be made… WONDERFUL!_

With a destination in mind and a plan for revenge forming, he was able to proceed with increased energy and enthusiasm. He focused on the task at hand so that he would not have to remain in Soul Society for a moment longer than he had to with uncommon determination.

Soon he would leave and when he came back to Soul Society it would spell the end of the society that dared to reject his brilliance.

He would make sure of it!

_**The Tunnels Above, Kuchiki Byakuya's POV**_

_This is becoming an annoyance,_ he thought as he commanded the petals from Senbonzakura to slice the steel barrier that had appeared before him to pieces.

While it had been only a couple of minutes since they'd begun their assault on the criminal's lair but the rate of progress that his group was making was towards their goal was unsatisfactory. With three captains and three lieutenants in his group, it should have been easy for them to defeat any obstruction in their path within twenty seconds of detection. The distance from their points of entry into the sewers to the center of hidden laboratory was not that great, meaning they should be more than three quarters of the way there.

Instead it would be more accurate to say that they were halfway to their destination.

The primary source of his annoyance though came from the fact that he could not find fault with anyone on his side of the confrontation. All of his shinigami allies were fighting competently, using a combination of sword work and kido to deal with the obstructions and those… unnatural beings were staying far enough back that they were not helping or hindering anyone. In light of these facts he could only conclude that it was a combination of the obstructions before them plus the environmental restrictions that were the source of the delay. Given that they were underground, none of them could release their zanpakuto beyond shikai, nor use Hado at levels high enough where they could do significant damage to the tunnels. He had little doubt that the criminal had prepared the traps precisely in that manner and for precisely those reasons.

Still, despite their lack of progress, he had no choice but to accept that they were proceeding as quickly as they were able, so it was pointless to waste energy and thought on being annoyed when it would do nothing but distract him from his mission and that could not be allowed. A captain of the Gotei 13, he had a responsibility to his position to carry out his orders to the best of his ability and therefore had to cast aside anything that prevented him from doing his best. Taking a deep breath, he leapt through the opening he had cut, and released his annoyance into the air, returning the serenity he needed to his mind.

"It would seem that Mayuri-san values the security of his hidden laboratory a great deal," Unohana-teichou stated as she took a place to his right as they progressed. "Had we not gained intelligence from raids on previously found laboratories, this would have been quite unpleasant."

"It will not save him," he stated efficiently making it clear that he would accomplish his mission no matter what.

"No, it won't," Unohana said, an odd accent slipping into her voice for a moment.

Adding this to the list of things he would inquire about after they had the criminal in custody, he felt a flair of reiatsu coming from ahead of them and, with skill befitting his position, he relocated well clear of the most likely target area. An instant later a mass of reiryoku shaped like a spike flew through the air at an impressive rate of speed but the projectile failed to hit anyone. However what happened next was enough to cause him to raise his eyebrow as a more powerful level of reiatsu was approaching at high speed. Whoever or whatever it was, though, was not in possession of even average intelligence as his eyes could clearly spot a blue light approaching his position.

He was forced to re-evaluate his foe when, in the space of a blink, the threat went from being over two hundred yards away to striking distance. Reflexes honed through countless battles and thorough training allowed him to block the strikes that were assailing him and, with a burst of shunpo, he put some distance between himself and this new obstruction.

What he saw confirmed that they had indeed located the laboratory that the criminal was currently occupying.

Before them, clad in some sort of mechanical suit of armor, was former 12th division lieutenant Kurotsuchi Nemu. Evaluating the armor, he could spot three strengths and three weaknesses that he would keep a close eye on so that he could bring the fight to a swift conclusion. The gauntlet covering her right hand bulged outwards on one side and possessed two barrels that stuck out about two inches from the knuckles. He deduced that it was from that gauntlet that the spike shaped projectile had come from and so he would be wary of the direction that arm was pointed. The other arm had a spearhead like projection that had an ominous looking energy field extending half an inch from the cutting edge, no doubt meant to increase its cutting/piercing ability.

_One melee weapon and one long range weapon. _

He also noticed that there were triangular lumps of metal extending from her torso armor and from her boots and he presumed that these were behind the increase in her mobility. While not beyond what he could handle, it was decidedly higher than she should have been capable of on her own and did place her close to captain level speed. However the criminal made a poor choice when he designed the suit of armor his lieutenant was wearing because its design made its weak point all too visible. In the center of its breastplate was an orb that shone with an inner blue light that pulsed at regular intervals, implying it went through a cycle of some kind. It was all too clear that if he pierced that orb deeply enough, it would deprive the armor of power as well as critically wounding the former lieutenant. This would end the fight and allow them to progress towards their goal unimpeded.

With that in mind he went on the attack, not caring about the rest of his group but peripherally hoping that they would take advantage of his fight with the criminal's subordinate to go around and proceed onwards. With his skills as a master swordsman he engaged the unnatural being before him, intent on ending the fight as quickly as he could with as few swings as possible. After the first minute he found that while her swordsmanship was not beyond a lieutenant's level, her reflexes as well as the speed of her movements made up for that. He also would not be surprised if something had been done to sharpen her eyesight enough to follow his zanpakuto's movements more precisely.

_It will not matter,_ he thought as he began to weave together a complex set of strikes that would soon expose his primary target. _No matter how capable the body, if it is paired with an inferior mind victory is impossible._

Seven moves later his opening appeared and he thrust the tip of his blade towards the orb, reassured by the fact that the former lieutenant's attempt to parry would be too late.

Or so he thought.

Just before damage would've been done to the orb, the light within exploded forth with a brightness not witnessed before and, as a precaution, he used shunpo to relocate three feet to the left. It turned out to be a wise course of action since a blast of spiritual energy erupted from the orb with strength similar to Kurosaki Ichigo's Getsuga Tenshō. The main difference, though, was that the blast was cylindrical in nature and was about two feet in radius so, while it would do damage if it connected, it was not impossible to evade. Feeling a sharp rise in reiatsu behind him, he realized that one of the criminal's creations was actually trying to overpower it rather than do something efficient like evade it. He did not bother to look back but, based on what little he cared to know of the two at the rear of their group, he believe it was likely the one with Zaraki-teichou's spiritual DNA. Indeed, the reiatsu he sensed did feel somewhat like the 11th division's captain so he did not believe that he was mistaken in his deduction. When he saw the blast vanish but the reiatsu remain he believed that the creation of the criminal had survived in relatively good condition.

Not surprising if he had reiatsu comparable to the people he'd been constructed from.

Whatever the case, his objective of piercing the orb became significantly more difficult if the former lieutenant could unleash an attack such as that with only a few second's notice. Perhaps attacking from the rear? Possible but it held a hazard if the propulsion method she employed bore similarities to fire and she was able to activate it with timing equal to her previous blast from the orb. He would have to make sure that his timing and speed were impeccable and beyond the former lieutenant's ability to counter but it was possible. If he could provoke her to into unleashing the orb blast from the front and then use shunpo to strike from behind, it was unlikely that the armor she was wearing would be able to generate two blasts of equal strength in two different directions.

With this plan in mind he went on the offensive once more, keeping an eye out for another energy blast from the orb on the ex-lieutenant's chest.

He would create another opening and this time he would not be denied.


End file.
